PURCHASE AGREEMENT

Mortgage Loan Purchase Agreement

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CWHEQ, Inc. | COUNTRYWIDE HOME LOANS, INC

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Title: PURCHASE AGREEMENT
Governing Law: New York Date: 7/21/2005

PURCHASE AGREEMENT, Parties: cwheq inc. , countrywide home loans inc

EXHIBIT 10.1

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[COUNTRYWIDE HOME LOANS, INC.]

a Seller

[------------------]

a Seller

CWHEQ, INC.

Purchaser

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PURCHASE AGREEMENT

Dated as of ____________, 200_

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REVOLVING HOME EQUITY LOAN ASSET BACKED NOTES

Series 200_-_

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<TABLE>

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS..................................................................................1

Section 1.01. Definitions......................................................................1

ARTICLE II SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE...........................................2

Section 2.01. Sale of the Mortgage Loans.......................................................2

Section 2.02. Obligations of Sellers Upon Sale.................................................3

Section 2.03. Payment of Purchase Price for the Mortgage Loans.................................6

ARTICLE III REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH........................................6

Section 3.01. Seller Representations and Warranties............................................6

Section 3.02. Seller Representations and Warranties Relating to the Mortgage Loans.............8

ARTICLE IV SELLERS' COVENANTS.........................................................................21

Section 4.01. Covenants of the Sellers........................................................21

ARTICLE V SERVICING...................................................................................21

Section 5.01. Servicing.......................................................................21

ARTICLE VI TERMINATION................................................................................21

Section 6.01. Termination.....................................................................21

ARTICLE VII MISCELLANEOUS PROVISIONS..................................................................22

Section 7.01. Amendment.......................................................................22

Section 7.02. Governing Law...................................................................22

Section 7.03. Notices.........................................................................22

Section 7.04. Severability of Provisions......................................................23

Section 7.05. Counterparts....................................................................23

Section 7.06. Further Agreements..............................................................23

Section 7.07. Successors and Assigns: Assignment of Purchase Agreement........................23

Section 7.08. Survival........................................................................24

<PAGE>

SCHEDULES AND ANNEXES

Schedule I MORTGAGE LOAN SCHEDULE......................................................Sch-I-1

Schedule II STANDARD & POOR'S GLOSSARY.................................................Sch-II-1

Annex 1 ADOPTION ANNEX..............................................................Ann-1-1

</TABLE>

<PAGE>

THIS PURCHASE AGREEMENT, dated as of ____________, 200_ (the

"Agreement"), between [COUNTRYWIDE HOME LOANS, INC., a New York corporation],

as a seller ("[CHL]" or a "Seller"), __________________, a ______________

corporation, as a seller ("___________" or a "Seller," and together with

[CHL], the "Sellers"), and CWHEQ, INC., a Delaware corporation (the

"Purchaser"),

WITNESSETH:

WHEREAS, each Seller is the owner of the applicable notes or other

evidence of indebtedness indicated on Schedule I as owned by that Seller, and

certain other notes or other evidence of indebtedness made or to be made in

the future, and Related Documentation; and

WHEREAS, by the date of their transfer, each Seller will own the

mortgages on the properties securing the Mortgage Loans indicated on Schedule

I as owned by that Seller, including rights to (a) any property acquired by

foreclosure or deed in lieu of foreclosure or otherwise and (b) the proceeds

of any hazard insurance policies on the Mortgaged Properties; and

WHEREAS, each Seller wants to sell its Mortgage Loans to the

Purchaser pursuant to this Agreement; and

WHEREAS, pursuant to the Sale and Servicing Agreement, of even date

with this Agreement (the "Sale and Servicing Agreement"), among the Purchaser,

as depositor, [CHL], as sponsor and master servicer, the Trust, and the

Indenture Trustee, the Purchaser will transfer the Mortgage Loans to the

Trust;

NOW, THEREFORE, the parties agree as follows.

ARTICLE I

DEFINITIONS

Section 1.01. Definitions.

Capitalized terms used in this Agreement that are not otherwise

defined have the meanings given to them in the Indenture, and if not defined

there, in the Sale and Servicing Agreement. In addition, Section 1.04 (Rules

of Construction) of the Indenture is incorporated by reference with

appropriate substitution of this Agreement for references in that Section to

the Indenture so that the language of that Section will read appropriately as

applying to this Agreement.

<PAGE>

ARTICLE II

SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE

Section 2.01. Sale of the Mortgage Loans.

(a) The Mortgage Loans. Concurrently with the execution and delivery

of this Agreement, [CHL], with respect to each Mortgage Loan it owns as

indicated on Schedule I, hereby transfers to the Purchaser, without recourse,

all of its right, title, and interest existing now or in the future in

(1) that Mortgage Loan, including its Asset Balance

(including all Additional Balances), the related Mortgage File, all

property that secures that Mortgage Loan, and all collections

received on it after the Cut-off Date (excluding payments due by the

Cut-off Date);

(2) property that secured that Mortgage Loan that is

acquired by foreclosure or deed in lieu of foreclosure;

(3) its rights under the hazard insurance policies related

to the mortgages that secure the Mortgage Loans;

(4) all rights under any guaranty executed in connection

with that Mortgage Loan;

(5) all other assets included or to be included in the Trust

for the benefit of the Noteholders and the Credit Enhancer; and

(6) all proceeds of the foregoing.

[___________], with respect to each Mortgage Loan it owns as

indicated on Schedule I, hereby transfers to the Purchaser, without recourse,

all of its right, title, and interest existing now or in the future in

(1) that Mortgage Loan, including its Asset Balance

(including all Additional Balances), the related Mortgage File, all

property that secures that Mortgage Loan, and all collections

received on it after the Cut-off Date (excluding payments due by the

Cut-off Date);

(2) property that secured that Mortgage Loan that is

acquired by foreclosure or deed in lieu of foreclosure;

(3) its rights under the hazard insurance policies related

to the mortgages that secure the Mortgage Loans;

(4) all rights under any guaranty executed in connection

with that Mortgage Loan;

<PAGE>

(5) all other assets included or to be included in the Trust

for the benefit of the Noteholders and the Credit Enhancer; and

(6) all proceeds of the foregoing.

(b) By the sale of a Mortgage Loan and its Additional Balances, each

Seller has sold to the Purchaser, and the Purchaser has purchased from each

Seller, each future draw of new borrowing under the related Credit Line

Agreement. The Purchaser shall pay the applicable Seller for each Additional

Balance in cash in an amount equal to the principal amount of the Additional

Balance as it arises. The Trust, the applicable Seller, and the Purchaser may

agree to a netting arrangement in connection with this transaction, when

appropriate, rather than actually moving cash.

Section 2.02. Obligations of Sellers Upon Sale.

In connection with the transfers pursuant to Section 2.01(a), each

Seller further agrees, at its own expense:

(a) to deliver to the Purchaser by the Closing Date a Mortgage Loan

Schedule containing an accurate list of all Mortgage Loans sold by it,

specifying for each Mortgage Loan, among other things, its account number and

its Cut-off Date Asset Balance; and

(b) to indicate in its books and records that the applicable Mortgage

Loans have been sold to the Indenture Trustee, as assignee of the Purchaser,

pursuant to this Agreement by the Closing Date for the Mortgage Loans.

The Mortgage Loan Schedule containing the Mortgage Loans sold by both

Sellers is Exhibit A to the Sale and Servicing Agreement and shall also be

attached as Schedule I to this Agreement and is hereby incorporated into this

Agreement.

Each Seller agrees to perfect and protect the Purchaser's interest in

each Mortgage Loan transferred by it pursuant to Section 2.01(a) and its

proceeds by preparing, executing, and filing a UCC1 Financing Statement with

the Secretary of State in the State of New York describing the Mortgage Loans

and naming the applicable Seller as debtor and the Purchaser as secured party

and indicating that the Mortgage Loans have been assigned to the Trust and all

necessary Continuation Statements and any additional UCC1 Financing Statements

due to a change in the name or the state of incorporation of that Seller. The

Financing Statement shall be filed by the Closing Date. This Financing

Statement will state in bold-faced type that a purchase of the Mortgage Loans

included in the collateral covered by the Financing Statement from the debtor

will violate the rights of the secured party and its assignee.

The Purchaser agrees to perfect and protect the Trust's interest in

each Mortgage Loan and its proceeds by preparing, executing, and filing a UCC1

Financing Statement with the

<PAGE>

Secretary of State in the State of Delaware describing the Mortgage Loans and

naming the Purchaser as debtor and the Trust as secured party (and indicating

that the Mortgage Loans have been pledged to the Indenture Trustee) and all

necessary Continuation Statements and any additional UCC1 Financing Statements

due to a change in the name or the state of incorporation of the Purchaser.

The Financing Statement shall be filed by the Closing Date. This Financing

Statement will state in bold-faced type that a purchase of the Mortgage Loans

included in the collateral covered by the Financing Statement from the debtor

will violate the rights of the secured party and its assignee.

In connection with any transfer by each Seller, it shall deliver to

the order of the Purchaser the following documents for each Mortgage Loan

transferred by that Seller (the "Related Documentation"):

(1) the original Mortgage Note endorsed in blank or, if the

original Mortgage Note has been lost or destroyed and not replaced,

an original lost note affidavit from the Seller stating that the

original Mortgage Note was lost, misplaced, or destroyed, together

with a copy of the related Mortgage Note;

(2) unless the Mortgage Loan is registered on the MERS(R)

System, an original assignment of mortgage in blank in recordable

form;

(3) the original recorded mortgage with evidence of

recording on it (noting the presence of the MIN of the Mortgage Loan

and language indicating that the Mortgage Loan is a MOM Loan if the

Mortgage Loan is a MOM Loan) or, if the original recorded mortgage

with evidence of recording on it cannot be delivered by the Closing

Date because of a delay caused by the public recording office where

the original Mortgage has been delivered for recordation or because

the original Mortgage has been lost, the Seller shall deliver to the

Indenture Trustee an accurate copy of the mortgage, together with (i)

when the delay is caused by the public recording office, an Officer's

Certificate of the Seller or the Purchaser stating that the original

mortgage has been dispatched to the appropriate public recording

official or (ii) when the original mortgage has been lost, a

certificate by the appropriate county recording office where the

mortgage is recorded;

(4) any original intervening assignments needed for a

complete chain of title to the Trust with evidence of recording on

them, or, if any original intervening assignment has not been

returned from the applicable recording office or has been lost, an

accurate copy of it, together with (i) when the delay is caused by

the public recording office, an Officer's Certificate of the Seller

or the Purchaser stating that the original intervening assignment has

been dispatched to the appropriate public recording official for

recordation or (ii) when the original intervening assignment has been

lost, a certificate by the appropriate county recording office where

the mortgage is recorded;

<PAGE>

(5) a title policy for each Mortgage Loan with a Credit

Limit in excess of $100,000;

(6) the original of any guaranty executed in connection with

the Mortgage Note;

(7) the original of each assumption, modification,

consolidation, or substitution agreement relating to the Mortgage

Loan; and

(8) any security agreement, chattel mortgage, or equivalent

instrument executed in connection with the Mortgage.

The Related Documentation will be delivered:

(1) no later than the Closing Date, with respect to no less

than [50%] of the Mortgage Loans in each Loan Group,

(2) no later than the [twentieth] day after the Closing Date,

with respect to no less than [40%] of the Mortgage Loans in each Loan

Group in addition to those delivered on the Closing Date, and

(3) within [thirty] days following the Closing Date, with

respect to the remaining Mortgage Loans.

Each Seller confirms to the Purchaser that, as of the Closing Date,

it has caused the portions of the Electronic Ledger relating to the Mortgage

Loans maintained by that Seller to be clearly and unambiguously marked to

indicate that the Mortgage Loans have been sold to the Purchaser, and sold by

the Purchaser to the Trust, and Granted by the Trust to the Indenture Trustee,

and that a purchase of those Mortgage Loans from that Seller or the Purchaser

will violate the rights of the Trust, as secured party with respect to those

Mortgage Loans. By the applicable date of substitution, that Seller shall

cause the portions of the Electronic Ledgers relating to the relevant Eligible

Substitute Mortgage Loans, as the case may be, to be clearly and unambiguously

marked, and shall make appropriate entries in its general accounting records,

to indicate that those Mortgage Loans have been transferred to the Trust at

the direction of the Purchaser and that they have been Granted by the Trust to

the Indenture Trustee, and that a purchase of the Mortgage Loans from that

Seller or the Purchaser will violate the rights of the Trust, as secured party

with respect to those Mortgage Loans.

The Purchaser accepts all right, title, and interest of each of the

Sellers existing now or in the future in the Mortgage Loans and other property

transferred to it pursuant to this Section.

Notwithstanding the characterization of the Notes as debt for

federal, state, and local income and franchise tax purposes, the transfer of

the Mortgage Loans is a sale by each Seller to the Purchaser of all its

interest in the applicable Mortgage Loans and other property described

<PAGE>

above. However, to provide for the possibility that either transfer might be

characterized as a transfer for security and not as a sale, each Seller hereby

Grants to the Purchaser a Security Interest in all of its right, title, and

interest in the applicable Mortgage Loans and other property described above,

whether existing now or in the future, to secure all of that its obligations

under this Agreement; and this Agreement shall constitute a Security Agreement

under applicable law.

Section 2.03. Payment of Purchase Price for the Mortgage Loans.

In consideration of the sale of the Mortgage Loans from each of the

Sellers to the Purchaser on the Closing Date, the Purchaser agrees to transfer

to the applicable Seller on the Closing Date the purchase price for the

applicable Mortgage Loans provided in the Adoption Annex attached as Annex 1

to this Agreement (the "Adoption Annex").

ARTICLE III

REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH

Section 3.01. Seller Representations and Warranties.

(a) [CHL] represents and warrants to the Purchaser as of the Closing

Date:

(1) [CHL] is a New York corporation, validly existing and in

good standing under the laws of the State of New York, and has the

corporate power to own its assets and to transact the business in

which it is currently engaged. [CHL] is duly qualified to do business

as a foreign corporation and is in good standing in each jurisdiction

in which the character of the business transacted by it or any

properties owned or leased by it requires such qualification and in

which the failure so to qualify would have a material adverse effect

on the business, properties, assets, or condition (financial or

other) of [CHL];

(2) [CHL] has the power and authority to make, execute,

deliver, and perform this Agreement and all of the transactions

contemplated by this Agreement, and has taken all necessary corporate

action to authorize the execution, delivery, and performance of this

Agreement. When executed and delivered, this Agreement will

constitute the valid and legally binding obligation of [CHL]

enforceable in accordance with its terms;

(3) [CHL] is not required to obtain the consent of any other

party or any consent, license, approval or authorization from, or

registration or declaration with, any governmental authority, bureau,

or agency in connection with the execution, delivery, performance,

validity, or enforceability of this Agreement, except for any

consents,

<PAGE>

licenses, approvals or authorizations, or registrations or

declarations, that have been obtained or filed, as the case may be,

before the Closing Date;

(4) The execution, delivery, and performance of this

Agreement by the Seller will not violate any provision of any

existing law or regulation or any order or decree of any court

applicable to the Seller or any provision of the certificate of

incorporation or bylaws of [CHL], or constitute a material breach of

any mortgage, indenture, contract, or other agreement to which [CHL]

is a party or by which [CHL] may be bound; and

(5) No litigation or administrative proceeding of or before

any court, tribunal, or governmental body is currently pending, or to

the knowledge of [CHL] threatened, against [CHL] or any of its

properties or with respect to this Agreement or the Notes that in the

opinion of [CHL] has a reasonable likelihood of resulting in a

material adverse effect on the transactions contemplated by this

Agreement.

(b) [___________] represents and warrants to the Purchaser as of the

Closing Date:

(1) [___________] is a _____________ corporation, validly

existing and in good standing under the laws of the State of

Delaware, and has the corporate power to own its assets and to

transact the business in which it is currently engaged. [___________]

is duly qualified to do business as a foreign corporation and is in

good standing in each jurisdiction in which the character of the

business transacted by it or any properties owned or leased by it

requires such qualification and in which the failure so to qualify

would have a material adverse effect on the business, properties,

assets, or condition (financial or other) of [___________].

(2) [___________] has the power and authority to make,

execute, deliver, and perform this Agreement and all of the

transactions contemplated by this Agreement, and has taken all

necessary corporate action to authorize the execution, delivery, and

performance of this Agreement. When executed and delivered, this

Agreement will constitute the valid and legally binding obligation of

[___________] enforceable in accordance with its terms;

(3) [___________] is not required to obtain the consent of

any other party or any consent, license, approval or authorization

from, or registration or declaration with, any governmental

authority, bureau, or agency in connection with the execution,

delivery, performance, validity, or enforceability of this Agreement,

except for any consents, licenses, approvals or authorizations, or

registrations or declarations, that have been obtained or filed, as

the case may be, before the Closing Date;

<PAGE>

(4) The execution, delivery, and performance of this

Agreement by [___________] will not violate any provision of any

existing law or regulation or any order or decree of any court

applicable to [___________] or any provision of the certificate of

incorporation or bylaws of [___________], or constitute a material

breach of any mortgage, indenture, contract, or other agreement to

which [___________] is a party or by which [___________] may be

bound; and

(5) No litigation or administrative proceeding of or before

any court, tribunal, or governmental body is currently pending, or to

the knowledge of [___________] threatened, against [___________] or

any of its properties or with respect to this Agreement or the Notes

that in the opinion of [___________] has a reasonable likelihood of

resulting in a material adverse effect on the transactions

contemplated by this Agreement.

survive the transfer of the Mortgage Loans to the Purchaser. Each Seller shall

cure a breach of any of the representations and warranties of such Seller in

accordance with the Sale and Servicing Agreement. The remedy specified in the

Sale and Servicing Agreement shall constitute the sole remedy against a Seller

with respect to any breach.

Section 3.02. Seller Representations and Warranties Relating to the

Mortgage Loans.

(a) [CHL] represents and warrants to the Purchaser as of the Cut-off

Date, unless specifically stated otherwise:

(1) As of the Closing Date (or, with respect to any Eligible

Substitute Mortgage Loan, the applicable date of substitution) this

Agreement constitutes a valid and legally binding obligation of the

applicable Seller, enforceable against such Seller in accordance with

its terms.

(2) As of the Closing Date (or, with respect to any Eligible

Substitute Mortgage Loan, the applicable date of substitution),

either

(A) this Agreement constitutes a valid transfer to

the Purchaser of all right, title, and interest of each of

the Sellers in the Mortgage Loans, and all collections

received in respect of the Mortgage Loans after the Cut-off

Date (excluding payments due by the Cut-off Date), all

proceeds of the Mortgage Loans, and all other property

specified in Section 2.01(a) or (b), and the Sale and

Servicing Agreement constitutes a valid transfer to the

Trust of the foregoing property and all other property

specified in Section 2.01(a) or (b) of the Sale and

Servicing Agreement such that, on execution of the Sale and

Servicing Agreement, it is owned by the Trust free of all

liens and other

<PAGE>

encumbrances, and is part of the corpus of the Trust

transferred to the Trust by the Purchaser, and upon payment

for the Additional Balances, this Agreement and the Sale and

Servicing Agreement will constitute a valid transfer to the

Trust of all interest of each of the Sellers in the

Additional Balances, all proceeds of the Additional

Balances, and all other property specified in Section

2.01(a) of the Sale and Servicing Agreement relating to the

Additional Balances free of all liens and other

encumbrances, and the Indenture constitutes a valid Grant of

a Security Interest to the Indenture Trustee in that

property, and the Indenture Trustee has a first priority

perfected Security Interest in the property, subject to the

effect of Section 9-315 of the UCC with respect to

collections on the Mortgage Loans that are deposited in the

Collection Account in accordance with the next to last

paragraph of Section 3.02(b) of the Sale and Servicing

Agreement, or

(B) this Agreement or the Sale and Servicing

Agreement, as appropriate, constitutes a Grant of a Security

Interest to the Owner Trustee on behalf of the Trust and the

Indenture constitutes a Grant of a Security Interest to the

Indenture Trustee in the property described in clause (A)

above. If this Agreement and the Sale and Servicing

Agreement constitute the Grant of a Security Interest to the

Trust and the Indenture constitutes a Grant of a Security

Interest to the Indenture Trustee in such property, the

Indenture Trustee will have a first priority perfected

Security Interest in the property, subject to the effect of

Section 9-315 of the UCC with respect to collections on the

Mortgage Loans that are deposited in the Collection Account

in accordance with the next to last paragraph of Section

3.02(b) of the Sale and Servicing Agreement. This Security

Interest is enforceable as such against creditors of and

purchasers from the Trust, the Purchaser, and each of the

Sellers.

(3) No Seller has authorized the filing of or is aware of

any financing statements against either Seller that include a

description of collateral covering the Collateral other than any

financing statement (A) relating to the Security Interests granted to

the Depositor, the Trust, or the Indenture Trustee under this

Agreement, pursuant to the Sale and Servicing Agreement, or pursuant

to the Indenture, (B) that has been terminated, or (C) that names the

Depositor, the Trust, or the Indenture Trustee as secured party.

(4) As of the Closing Date, the information in the Mortgage

Loan Schedule for the Mortgage Loans is correct in all material

respects. As of the applicable date of substitution for an Eligible

Substitute Mortgage Loan, the information with respect to the

Eligible Substitute Mortgage Loan in the Mortgage Loan Schedule is

correct in all

<PAGE>

material respects. As of the date any Additional Balance is created,

the information as to the Mortgage Loan identification number and the

Additional Balance of that Mortgage Loan reported for inclusion in

the Mortgage Loan Schedule is correct in all material respects.

(5) The Mortgage Loans have not been assigned or pledged,

and the related Seller is their sole owner and holder free of any

liens, claims, encumbrances, participation interests, equities,

pledges, charges, or Security Interests of any nature, and has full

authority, under all governmental and regulatory bodies having

jurisdiction over the ownership of the Mortgage Loans, to transfer

them pursuant to this Agreement.

(6) As of the Closing Date (or, with respect to any Eligible

Substitute Mortgage Loan, the applicable date of substitution), the

related Mortgage Note and the mortgage for each Mortgage Loan have

not been assigned or pledged, and immediately before the sale of the

Mortgage Loans to the Purchaser, the related Seller was the sole

owner and holder of the Mortgage Loan free of any liens, claims,

encumbrances, participation interests, equities, pledges, charges, or

Security Interests of any nature, and has full authority, under all

governmental and regulatory bodies having jurisdiction over the

ownership of the Mortgage Loans, to transfer it pursuant to this

Agreement.

(7) As of the Closing Date (or, with respect to any Eligible

Substitute Mortgage Loan, the applicable date of substitution), the

related mortgage is a valid and subsisting first or second lien on

the property described in it, as shown on the Mortgage Loan Schedule,

and as of the Cut-off Date or date of substitution, as applicable,

the related Mortgaged Property is free of all encumbrances and liens

having priority over the first or second lien, as applicable, of the

mortgage except for liens for

(A) real estate taxes and special assessments not

yet delinquent;

(B) any first mortgage loan secured by the

Mortgaged Property and specified on the Mortgage Loan

Schedule;

of way, easements, and other matters of public record as of

the date of recording that are acceptable to mortgage

lending institutions generally; and

(D) other matters to which like properties are

commonly subject that do not materially interfere with the

benefits of the security intended to be provided by the

mortgage.

(8) As of the Closing Date (or, with respect to any Eligible

Substitute Mortgage Loan, the applicable date of substitution), no

obligor has a valid offset, defense, or counterclaim under any Credit

Line Agreement or mortgage.

(9) To the best knowledge of [CHL], as of the Closing Date

(or, with respect to any Eligible Substitute Mortgage Loan, the

applicable date of substitution),

<PAGE>

no related Mortgaged Property has any delinquent recording or other

tax or fee or assessment lien or governmental charge against it.

(10) As of the Closing Date (or, with respect to any

Eligible Substitute Mortgage Loan, the applicable date of

substitution), no proceeding is pending or, to the best knowledge of

[CHL], threatened for the total or partial condemnation of the

related Mortgaged Property, and the property is free of material

damage and is in good repair.

(11) To the best knowledge of [CHL], as of the Closing Date

(or, with respect to any Eligible Substitute Mortgage Loan, the

applicable date of substitution), no mechanics' or similar liens or

claims have been filed for work, labor, or material affecting the

related Mortgaged Property that are, or may be, liens prior or equal

to the lien of the related mortgage, except liens that are fully

insured against by the title insurance policy referred to in clause

(16).

(12) No Minimum Monthly Payment on a Mortgage Loan being

transferred on the Closing Date is more than 59 days delinquent

(measured on a contractual basis) and no Minimum Monthly Payment on

any other Mortgage Loan subsequently being transferred is more than

30 days delinquent (measured on a contractual basis) on the relevant

transfer date and for each Loan Group no more than the applicable

percentage of the Mortgage Loans in that Loan Group specified in the

Adoption Annex being transferred on the Closing Date (by Cut-off Date

Loan Balance) were 30-59 days delinquent (measured on a contractual

basis).

(13) As of the Closing Date (or, with respect to any

Eligible Substitute Mortgage Loan, the applicable date of

substitution), the Mortgage File for each Mortgage Loan contains each

of the documents specified to be included in it.

(14) At origination, each Mortgage Loan and the related

Mortgage Note complied in all material respects with applicable

local, state, and federal laws, including all applicable predatory

and abusive lending laws, usury, truth-in-lending, real estate

settlement procedures, consumer credit protection, equal credit

opportunity, or disclosure laws applicable to the Mortgage Loan, and

the servicing practices used by the Master Servicer with respect to

each Mortgage Loan have been consistent with the practices and the

degree of skill and care the Master Servicer exercises in servicing

for itself loans that it owns that are comparable to the Mortgage

Loans.

(15) As of the Closing Date, (or, with respect to any

Eligible Substitute Mortgage Loan, the applicable d

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