efc7-2589_6227787ex41.htm


    


     

    EXHIBIT
      4.1

     

    The
      Pooling and Servicing Agreement

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      EXECUTION
        COPY

      


      _________________________

       

      CWALT,
        INC.,

       

      Depositor

       

      COUNTRYWIDE
        HOME LOANS, INC.,

       

      Seller

       

      PARK
        GRANADA LLC,

       

      Seller

       

      PARK
        MONACO INC.,

       

      Seller

       

      PARK
        SIENNA LLC,

       

      Seller

       

      COUNTRYWIDE
        HOME LOANS SERVICING LP,

       

      Master
        Servicer

       

      and

       

      THE
        BANK
        OF NEW YORK,

       

      Trustee

       

      ___________________________________

       

      


       

      POOLING
        AND SERVICING AGREEMENT

       

      Dated
        as
        of May 1, 2007

       

      ___________________________________

       

      


       

      ALTERNATIVE
        LOAN TRUST 2007-J2

       

      MORTGAGE
        PASS-THROUGH CERTIFICATES, SERIES 2007-J2

       

      ___________________________

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Table
        of Contents

       

      Page

       

      
        	
                ARTICLE
                  I DEFINITIONS

              
	
                SECTION
                  1.01.

              	
                Defined
                  Terms.

              	
                I-1

              
	
                SECTION
                  1.02.

              	
                Certain
                  Interpretive Provisions.

              	
                I-31

              
	 
	
                ARTICLE
                  II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
                  WARRANTIES

              
	 	 	 
	
                SECTION
                  2.01.

              	
                Conveyance
                  of Mortgage Loans.

              	
                II-1

              
	
                SECTION
                  2.02.

              	
                Acceptance
                  by Trustee of the Mortgage Loans.

              	
                II-4

              
	
                SECTION
                  2.03.

              	
                Representations,
                  Warranties and Covenants of the Sellers and  Master
                  Servicer.

              	
                II-6

              
	
                SECTION
                  2.04.

              	
                Representations
                  and Warranties of the Depositor as to the Mortgage Loans.

              	
                II-8

              
	
                SECTION
                  2.05.

              	
                Delivery
                  of Opinion of Counsel in Connection with Substitutions.

              	
                II-9

              
	
                SECTION
                  2.06.

              	
                Execution
                  and Delivery of Certificates.

              	
                II-9

              
	
                SECTION
                  2.07.

              	
                REMIC
                  Matters.

              	
                II-9

              
	
                SECTION
                  2.08.

              	
                Covenants
                  of the Master Servicer.

              	
                II-10

              
	 
	
                ARTICLE
                  III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

              
	 	 	 
	
                SECTION
                  3.01.

              	
                Master
                  Servicer to Service Mortgage Loans.

              	
                III-1

              
	
                SECTION
                  3.02.

              	
                Subservicing;
                  Enforcement of the Obligations of Subservicers.

              	
                III-2

              
	
                SECTION
                  3.03.

              	
                Rights
                  of the Depositor and the Trustee in Respect of the Master
                  Servicer.

              	
                III-2

              
	
                SECTION
                  3.04.

              	
                Trustee
                  to Act as Master Servicer.

              	
                III-2

              
	
                SECTION
                  3.05.

              	
                Collection
                  of Mortgage Loan Payments; Certificate Account; Distribution Account;
                  the
                  Principal Reserve Fund.

              	
                III-3

              
	
                SECTION
                  3.06.

              	
                Collection
                  of Taxes, Assessments and Similar Items; Escrow Accounts.

              	
                III-5

              
	
                SECTION
                  3.07.

              	
                Access
                  to Certain Documentation and Information Regarding the Mortgage
                  Loans.

              	
                III-6

              
	
                SECTION
                  3.08.

              	
                Permitted
                  Withdrawals from the Certificate Account, the Distribution Account
                  and the
                  Principal Reserve Fund.

              	
                III-6

              
	
                SECTION
                  3.09.

              	
                Maintenance
                  of Hazard Insurance; Maintenance of Primary Insurance
                  Policies.

              	
                III-8

              
	
                SECTION
                  3.10.

              	
                Enforcement
                  of Due-on-Sale Clauses; Assumption Agreements.

              	
                III-9

              
	
                SECTION
                  3.11.

              	
                Realization
                  Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage
                  Loans.

              	
                III-10

              
	
                SECTION
                  3.12.

              	
                Trustee
                  to Cooperate; Release of Mortgage Files.

              	
                III-13

              
	
                SECTION
                  3.13.

              	
                Documents,
                  Records and Funds in Possession of Master Servicer to be Held for
                  the
                  Trustee.

              	
                III-14

              
	
                SECTION
                  3.14.

              	
                Servicing
                  Compensation.

              	
                III-14

              
	
                SECTION
                  3.15.

              	
                Access
                  to Certain Documentation.

              	
                III-15

              
	
                SECTION
                  3.16.

              	
                Annual
                  Statement as to Compliance.

              	
                III-15

              
	
                SECTION
                  3.17.

              	
                Errors
                  and Omissions Insurance; Fidelity Bonds.

              	
                III-16

              
	
                SECTION
                  3.18.

              	
                [Reserved].

              	
                III-16

              
	
                SECTION
                  3.19.

              	
                Prepayment
                  Charges.

              	
                III-16

              


      

      


      


      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

      


      
        	
                ARTICLE
                  IV DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER

              
	 	 	 
	
                SECTION
                  4.01.

              	
                Advances.

              	
                IV-1

              
	
                SECTION
                  4.02.

              	
                Priorities
                  of Distribution.

              	
                IV-2

              
	
                SECTION
                  4.03.

              	
                [Reserved].

              	
                IV-6

              
	
                SECTION
                  4.04.

              	
                Allocation
                  of Realized Losses.

              	
                IV-6

              
	
                SECTION
                  4.05.

              	
                Cross-Collateralization;
                  Adjustments to Available Funds.

              	
                IV-7

              
	
                SECTION
                  4.06.

              	
                Monthly
                  Statements to Certificateholders.

              	
                IV-8

              
	
                SECTION
                  4.07.

              	
                Determination
                  of Pass-Through Rates for COFI Certificates.

              	
                IV-8

              
	
                SECTION
                  4.08.

              	
                Determination
                  of Pass-Through Rates for LIBOR Certificates.

              	
                IV-9

              
	 
	
                ARTICLE
                  V THE CERTIFICATES

              
	 	 	 
	
                SECTION
                  5.01.

              	
                The
                  Certificates.

              	
                V-1

              
	
                SECTION
                  5.02.

              	
                Certificate
                  Register; Registration of Transfer and Exchange of
                  Certificates.

              	
                V-1

              
	
                SECTION
                  5.03.

              	
                Mutilated,
                  Destroyed, Lost or Stolen Certificates.

              	
                V-5

              
	
                SECTION
                  5.04.

              	
                Persons
                  Deemed Owners.

              	
                V-5

              
	
                SECTION
                  5.05.

              	
                Access
                  to List of Certificateholders’ Names and Addresses.

              	
                V-6

              
	
                SECTION
                  5.06.

              	
                Maintenance
                  of Office or Agency.

              	
                V-6

              
	
                SECTION
                  5.07.

              	
                Depositable
                  and Exchangeable Certificates.

              	
                V-6

              
	
                ARTICLE
                  VI THE DEPOSITOR AND THE MASTER SERVICER

              
	
                SECTION
                  6.01.

              	
                Respective
                  Liabilities of the Depositor and the Master Servicer.

              	
                VI-1

              
	
                SECTION
                  6.02.

              	
                Merger
                  or Consolidation of the Depositor or the Master Servicer.

              	
                VI-1

              
	
                SECTION
                  6.03.

              	
                Limitation
                  on Liability of the Depositor, the Sellers, the Master Servicer
                  and
                  Others.

              	
                VI-1

              
	
                SECTION
                  6.04.

              	
                Limitation
                  on Resignation of Master Servicer.

              	
                VI-2

              
	 
	
                ARTICLE
                  VII DEFAULT

              
	 	 	 
	
                SECTION
                  7.01.

              	
                Events
                  of Default.

              	
                VII-1

              
	
                SECTION
                  7.02.

              	
                Trustee
                  to Act; Appointment of Successor.

              	
                VII-3

              
	
                SECTION
                  7.03.

              	
                Notification
                  to Certificateholders.

              	
                VII-4

              
	 
	
                ARTICLE
                  VIII CONCERNING THE TRUSTEE

              
	 	 	 
	
                SECTION
                  8.01.

              	
                Duties
                  of Trustee.

              	
                VIII-1

              
	
                SECTION
                  8.02.

              	
                Certain
                  Matters Affecting the Trustee.

              	
                VIII-2

              
	
                SECTION
                  8.03.

              	
                Trustee
                  Not Liable for Certificates or Mortgage Loans.

              	
                VIII-3

              
	
                SECTION
                  8.04.

              	
                Trustee
                  May Own Certificates.

              	
                VIII-3

              
	
                SECTION
                  8.05.

              	
                Trustee’s
                  Fees and Expenses.

              	
                VIII-3

              
	
                SECTION
                  8.06.

              	
                Eligibility
                  Requirements for Trustee.

              	
                VIII-3

              
	
                SECTION
                  8.07.

              	
                Resignation
                  and Removal of Trustee.

              	
                VIII-4

              
	
                SECTION
                  8.08.

              	
                Successor
                  Trustee.

              	
                VIII-5

              
	
                SECTION
                  8.09.

              	
                Merger
                  or Consolidation of Trustee.

              	
                VIII-5

              
	
                SECTION
                  8.10.

              	
                Appointment
                  of Co-Trustee or Separate Trustee.

              	
                VIII-5

              
	
                SECTION
                  8.11.

              	
                Tax
                  Matters.

              	
                VIII-7

              
	
                SECTION
                  8.12.

              	
                Monitoring
                  of Significance Percentage.

              	
                VIII-8

              


      

      


      
        
          
          

        

        
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                ARTICLE
                  IX TERMINATION

              
	 	 	 
	
                SECTION
                  9.01.

              	
                Termination
                  upon Liquidation or Purchase of all Mortgage Loans.

              	
                IX-1

              
	
                SECTION
                  9.02.

              	
                Final
                  Distribution on the Certificates.

              	
                IX-1

              
	
                SECTION
                  9.03.

              	
                Additional
                  Termination Requirements.

              	
                IX-2

              
	 
	
                ARTICLE
                  X MISCELLANEOUS PROVISIONS

              
	 	 	 
	
                SECTION
                  10.01.

              	
                Amendment.

              	
                X-1

              
	
                SECTION
                  10.02.

              	
                Recordation
                  of Agreement; Counterparts.

              	
                X-2

              
	
                SECTION
                  10.03.

              	
                Governing
                  Law.

              	
                X-2

              
	
                SECTION
                  10.04.

              	
                Intention
                  of Parties.

              	
                X-2

              
	
                SECTION
                  10.05.

              	
                Notices.

              	
                X-4

              
	
                SECTION
                  10.06.

              	
                Severability
                  of Provisions.

              	
                X-5

              
	
                SECTION
                  10.07.

              	
                Assignment.

              	
                X-5

              
	
                SECTION
                  10.08.

              	
                Limitation
                  on Rights of Certificateholders.

              	
                X-5

              
	
                SECTION
                  10.09.

              	
                Inspection
                  and Audit Rights.

              	
                X-6

              
	
                SECTION
                  10.10.

              	
                Certificates
                  Nonassessable and Fully Paid.

              	
                X-6

              
	
                SECTION
                  10.11.

              	
                [Reserved].

              	
                X-6

              
	
                SECTION
                  10.12.

              	
                Protection
                  of Assets.

              	
                X-6

              
	 
	
                ARTICLE
                  XI EXCHANGE ACT REPORTING

              
	 	 	 
	
                SECTION
                  11.01.

              	
                Filing
                  Obligations.

              	
                XI-7

              
	
                SECTION
                  11.02.

              	
                Form
                  10-D Filings.

              	
                XI-7

              
	
                SECTION
                  11.03.

              	
                Form
                  8-K Filings.

              	
                XI-8

              
	
                SECTION
                  11.04.

              	
                Form
                  10-K Filings.

              	
                XI-8

              
	
                SECTION
                  11.05.

              	
                Sarbanes-Oxley
                  Certification.

              	
                XI-8

              
	
                SECTION
                  11.06.

              	
                Form
                  15 Filing.

              	
                XI-9

              
	
                SECTION
                  11.07.

              	
                Report
                  on Assessment of Compliance and Attestation.

              	
                XI-9

              
	
                SECTION
                  11.08.

              	
                Use
                  of Subservicers and Subcontractors.

              	
                XI-10

              
	
                SECTION
                  11.09.

              	
                Amendments.

              	
                XI-11

              
	
                SECTION
                  11.10.

              	
                Reconciliation
                  of Accounts.

              	
                XI-11

              


      

      


      
        
          
          

        

        
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                SCHEDULES

              
	
                Schedule
                  I:

              	
                Mortgage
                  Loan Schedule

              	
                S-I-1

              
	
                Schedule
                  II-A:

              	
                Representations
                  and Warranties of Countrywide

              	
                S-II-A-1

              
	
                Schedule
                  II-B:

              	
                Representations
                  and Warranties of Park Granada

              	
                S-II-B-1

              
	
                Schedule
                  II-C

              	
                Representations
                  and Warranties of Park Monaco Inc.

              	
                S-II-C-1

              
	
                Schedule
                  II-D

              	
                Representations
                  and Warranties of Park Sienna LLC

              	
                S-II-D-1

              
	
                Schedule
                  III-A:

              	
                Representations
                  and Warranties of Countrywide as to the Mortgage Loans

              	
                S-III-A-1

              
	
                Schedule
                  III-B:

              	
                Representations
                  and Warranties of Countrywide as to the Countrywide Mortgage
                  Loans

              	
                S-III-B-1

              
	
                Schedule
                  III-C:

              	
                Representations
                  and Warranties of Park Granada as to the Park Granada Mortgage
                  Loans

              	
                S-III-C-1

              
	
                Schedule
                  III-D

              	
                Representations
                  and Warranties of Park Monaco Inc. as to the Park Monaco Inc. Mortgage
                  Loans

              	
                S-III-D-1

              
	
                Schedule
                  III-E

              	
                Representations
                  and Warranties of Park Sienna LLC as to the Park Sienna LLC Mortgage
                  Loans

              	
                S-III-E-1

              
	
                Schedule
                  IV:

              	
                Representations
                  and Warranties of the Master Servicer

              	
                S-IV-1

              
	
                Schedule
                  V:

              	
                Principal
                  Balance Schedules (if applicable)

              	
                S-V-1

              
	
                Schedule
                  VI:

              	
                Form
                  of Monthly Master Servicer Report

              	
                S-VI-I

              
	
                Schedule
                  VII:

              	
                Schedule
                  of Available Exchanges of Depositable Certificates for Exchangeable
                  Certificates

              	
                S-VII-I

              
	 	 	 
	
                EXHIBITS

              
	 	 	 
	
                Exhibit
                  A:

              	
                Form
                  of Senior or Exchangeable Certificate (excluding Notional Amount
                  Certificates)

              	
                A-1

              
	
                Exhibit
                  B:

              	
                Form
                  of Subordinated Certificate

              	
                B-1

              
	
                Exhibit
                  C-1:

              	
                Form
                  of Class A-R Certificate

              	
                C-1-1

              
	
                Exhibit
                  C-2:

              	
                Form
                  of Class P Certificate

              	
                C-2-1

              
	
                Exhibit
                  C-3

              	
                [Reserved]

              	
                C-3-1

              
	
                Exhibit
                  D:

              	
                Form
                  of Notional Amount Certificate

              	
                D-1

              
	
                Exhibit
                  E:

              	
                Form
                  of Reverse of Certificates

              	
                E-1

              
	
                Exhibit
                  F-1:

              	
                Form
                  of Initial Certification of Trustee

              	
                F-1-1

              
	
                Exhibit
                  F-2:

              	
                [Reserved]

              	
                F-2-1

              
	
                Exhibit
                  G-1:

              	
                Form
                  of Delay Delivery Certification of Trustee

              	
                G-1-1

              
	
                Exhibit
                  G-2:

              	
                [Reserved]

              	
                G-2-1

              
	
                Exhibit
                  H-1:

              	
                Form
                  of Final Certification of Trustee

              	
                H-1-1

              
	
                Exhibit
                  H-2:

              	
                [Reserved]

              	
                H-2-1

              
	
                Exhibit
                  I:

              	
                Form
                  of Transfer Affidavit

              	
                I-1

              
	
                Exhibit
                  J-1:

              	
                Form
                  of Transferor Certificate (Residual)

              	
                J-1-1

              
	
                Exhibit
                  J-2:

              	
                Form
                  of Transferor Certificate (Private)

              	
                J-2-1

              
	
                Exhibit
                  K:

              	
                Form
                  of Investment Letter [Non-Rule 144A]

              	
                K-1

              
	
                Exhibit
                  L-1:

              	
                Form
                  of Rule 144A Letter

              	
                L-1-1

              
	
                Exhibit
                  L-2:

              	
                [Reserved]

              	
                L-2-1

              
	
                Exhibit
                  M:

              	
                Form
                  of Request for Release (for Trustee)

              	
                M-1

              
	
                Exhibit
                  N:

              	
                Form
                  of Request for Release of Documents (Mortgage Loan - Paid in Full,
                  Repurchased and Replaced)

              	
                N-1

              
	
                Exhibit
                  O:

              	
                [Reserved]

              	
                O-1

              
	
                Exhibit
                  P:

              	
                [Reserved]

              	
                P-1

              
	
                Exhibit
                  Q:

              	
                Standard
                  & Poor’s LEVELS® Version 5.6d Glossary Revised, Appendix
                  E

              	
                Q-1

              


      

      


      


      
        
          
          

        

        
          iv

          
            

          

        

        
          
          

        

         

      

      
        	 	 	 
	
                Exhibit
                  R:

              	
                [Reserved]

              	
                R-1

              
	
                Exhibit
                  S-1:

              	
                [Reserved]

              	
                S-1-1

              
	
                Exhibit
                  S-2:

              	
                [Reserved]

              	
                S-2-1

              
	
                Exhibit
                  T:

              	
                Form
                  of Officer’s Certificate with respect to Prepayments

              	
                T-1

              
	
                Exhibit
                  U:

              	
                Form
                  of Monthly Report

              	
                U-1

              
	
                Exhibit
                  V-1:

              	
                Form
                  of Performance Certification (Subservicer)

              	
                V-1-1

              
	
                Exhibit
                  V-2:

              	
                Form
                  of Performance Certification (Trustee)

              	
                V-2-1

              
	
                Exhibit
                  W:

              	
                Form
                  of Servicing Criteria to be Addressed in Assessment of Compliance
                  Statement

              	
                W-1

              
	
                Exhibit
                  X:

              	
                List
                  of Item 1119 Parties

              	
                X-1

              
	
                Exhibit
                  Y:

              	
                Form
                  of Sarbanes-Oxley Certification (Replacement of Master
                  Servicer)

              	
                Y-1

              


      

      


      
        
          
          

        

        
          v

          
            

          

        

        
          
          

        

      

      


      THIS
        POOLING AND SERVICING AGREEMENT, dated as of May 1, 2007, among CWALT, INC.,
        a
        Delaware corporation, as depositor (the “Depositor”), COUNTRYWIDE HOME LOANS,
        INC. (“Countrywide”), a New York corporation, as a seller (a “Seller”), PARK
        GRANADA LLC (“Park Granada”), a Delaware limited liability company, as a seller
        (a “Seller”), PARK MONACO INC. (“Park Monaco”), a Delaware corporation, as a
        seller (a “Seller”), PARK SIENNA LLC (“Park Sienna”), a Delaware limited
        liability company, as a seller (a “Seller”) COUNTRYWIDE HOME LOANS SERVICING LP,
        a Texas limited partnership, as master servicer (the “Master Servicer”), and THE
        BANK OF NEW YORK, a banking corporation organized under the laws of the State
        of
        New York, as trustee (the “Trustee”).

       

      WITNESSETH
        THAT

       

      In
        consideration of the mutual agreements herein contained, the parties hereto
        agree as follows:

       

       

      PRELIMINARY
        STATEMENT

       

      The
        Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee
        in return for the Certificates.  For federal income tax purposes, the
        Trustee shall treat the Trust Fund  as consisting of, among other
        things, a trust (the “ES Trust”) beneath which are two real estate mortgage
        investment conduits (or in the alternative, the “Sub-WAC (SW) REMIC and the
“Master REMIC”) and shall make all elections as necessary for such
        treatment.  The Sub-WAC REMIC will hold all the assets of the Trust
        Fund and will issue several classes of uncertificated Sub-WAC REMIC
        Interests.  The Class SW-A-R Interest is hereby designated as the
        residual interest in the Sub-WAC REMIC and each other Sub-WAC REMIC Interest
        is
        hereby designated as a regular interest in the Sub-WAC
        REMIC.    The Master REMIC will hold all the regular
        interests in the Sub-WAC REMIC and will issue several classes of uncertificated
        Master REMIC Interests.  The Class MR-A-R Interest is hereby
        designated as the residual interest in the Master REMIC and each other Master
        REMIC Interest is hereby designated as a regular interest in the Master
        REMIC.  The “latest possible maturity date,” for federal income tax
        purposes, of all REMIC regular interests created hereby will be the Latest
        Possible Maturity Date.

       

      The
        ES
        Trust shall hold the SW-A-R Interest, the MR-A-R Interest and all Master
        REMIC
        regular interests and shall issue the Certificates.  Each Certificate,
        other than the Class A-R Certificate, will represent ownership of one or
        more of
        the Master REMIC regular interests held by the ES Trust.  The Class
        A-R Certificate will represent ownership of the SW-A-R Interest and the MR-A-R
        Interest, which are, respectively, the sole Classes of REMIC residual interest
        in each of the Sub-WAC REMIC and the Master REMIC.

       

      For
        federal income tax purposes the Trustee shall treat the ES Trust as a Grantor
        Trust and shall treat each Holder of an ES Trust Certificate as the owner
        of the
        individual, underlying assets represented by such ES Trust
        Certificate.  In addition, to the fullest extent possible, ownership
        of an ES Trust Certificate shall be treated as direct ownership of the
        individual, underlying assets represented by such ES Trust Certificate for
        federal income tax reporting purposes.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      The
        following table sets forth characteristics of the ES Trust Certificates,
        together with the minimum denominations and integral multiples in excess
        thereof
        in which such Classes shall be issuable (except one Residual Certificate
        representing the Tax Matters Person Certificate may be issued in a different
        amount):

       

      
        	
                Class
                  Designation

              	
                Initial
                  Maximum Class Certificate

                Balance/Notional
                  Amount

              	
                Pass-Through

                Rate

                (per
                  annum)

              	
                Minimum

                Denomination

              	
                Integral
                  Multiples

                in
                  Excess of

                Minimum

              	
                Classes
                  of Master REMIC Interests Represented

              
	
                Class
                  1-A-1

              	
                $86,000,000

              	
                6.50%

                 

              	
                $25,000.00

              	
                $1.00

              	
                MR-1-A-1

              
	
                Class
                  1-A-2

              	
                $6,140,000

              	
                6.50%

              	
                $25,000.00

              	
                $1.00

              	
                MR-1-A-2

              
	
                Class
                  2-A-1

              	
                $121,621,000

              	
                6.00%

              	
                $25,000.00

              	
                $1.00

              	
                MR-2-A-A,
                  MR-2-A-B, MR-2-A-F, MR-2-A-G

              
	
                Class
                  2-A-2

              	
                $10,779,000

              	
                6.00%

              	
                $25,000.00

              	
                $1.00

              	
                MR-2-A-C

              
	
                Class
                  2-A-3

              	
                $11,656,000

              	
                6.00%

              	
                $25,000.00

              	
                $1.00

              	
                MR-2-A-3

              
	
                Class
                  2-A-4

              	
                $148,500,000

              	
                6.00%

              	
                $25,000.00

              	
                $1.00

              	
                MR-2-A-A,
                  MR-2-A-B, MR-2-A-C, MR-2-A-D, MR-2-A-E, MR-2-A-F,
                  MR-2-A-G

              
	
                Class
                  2-A-5

              	
                $16,100,000

              	
                6.00%

              	
                $25,000.00

              	
                $1.00

              	
                MR-2-A-D,
                  MR-2-A-E

              
	
                Class
                  2-A-6

              	
                $55,149,000

              	
                6.00%

              	
                $25,000.00

              	
                $1.00

              	
                MR-2-A-F

              
	
                Class
                  2-A-7

              	
                $47,635,000

              	
                6.00%

              	
                $25,000.00

              	
                $1.00

              	
                MR-2-A-G

              
	
                Class
                  2-A-8

              	
                $45,716,000

              	
                6.00%

              	
                $25,000.00

              	
                $1.00

              	
                MR-2-A-A,
                  MR-2-A-B, MR-2-A-C, MR-2-A-D, MR-2-A-E

              
	
                Class
                  2-A-9

              	
                $13,500,000

              	
                6.00%

              	
                $25,000.00

              	
                $1.00

              	
                MR-2-A-A

              
	
                Class
                  2-A-10

              	
                $19,717,000

              	
                6.00%

              	
                $25,000.00

              	
                $1.00

              	
                MR-2-A-B,
                  MR-2-A-C, MR-2-A-D

              
	
                Class
                  2-A-11

              	
                $12,499,000

              	
                6.00%

              	
                $25,000.00

              	
                $1.00

              	
                MR-2-A-E

              
	
                Class
                  1-X

              	
                $96,883,751
                  (1)

              	
                (2)

              	
                $25,000.00(3)

              	
                $1.00(3)

              	
                MR-1-X

              
	
                Class
                  2-X

              	
                $154,239,225
                  (1)

              	
                (4)

              	
                $25,000.00(3)

              	
                $1.00(3)

              	
                MR-2-X

              
	
                Class
                  PO-1

              	
                $87,048

              	
                (5)

              	
                $25,000.00

              	
                $1.00

              	
                MR-PO-1

              
	
                Class
                  PO-2

              	
                $654,565

              	
                (5)

              	
                $25,000.00

              	
                $1.00

              	
                MR-PO-2

              
	
                Class
                  A-R(6)

              	
                $100.00

              	
                6.00%

              	
                (6)

              	
                (6)

              	
                MR-A-R

              
	
                Class
                  M

              	
                $8,096,200

              	
                (7)

              	
                $25,000.00

              	
                $1.00

              	
                MR-M

              
	
                Class
                  B-1

              	
                $4,254,000

              	
                (7)

              	
                $25,000.00

              	
                $1.00

              	
                MR-B-1

              
	
                Class
                  B-2

              	
                $2,470,100

              	
                (7)

              	
                $25,000.00

              	
                $1.00

              	
                MR-B-2

              
	
                Class
                  B-3

              	
                $2,744,500

              	
                (7)

              	
                $100,000.00

              	
                $1.00

              	
                MR-B-3

              
	
                Class
                  B-4

              	
                $1,509,500

              	
                (7)

              	
                $100,000.00

              	
                $1.00

              	
                MR-B-4

              
	
                Class
                  B-5

              	
                $2,332,950

              	
                (7)

              	
                $100,000.00

              	
                $1.00

              	
                MR-B-5

              
	
                Class
                  P

              	
                $100.00
                  (8)

              	
                (8)

              	
                (8)

              	
                (8)

              	
                MR-P

              


      

      __________________________________________

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      


      
        	
                (1)  

              	
                This
                  Class of Certificates will be a Class of Notional Amount Certificates,
                  will have no Class Certificate Balance and will bear interest on
                  its
                  Notional Amount.

              


      

       

      
        	
                (2)  

              	
                The
                  Pass-Through Rate for the Class 1-X Certificates for the Interest
                  Accrual
                  Period for any Distribution Date will equal the excess of (a) the
                  weighted
                  average of the Adjusted Net Mortgage Rates of the Non-Discount
                  Mortgage
                  Loans in Loan Group 1, weighted on the basis of the Stated Principal
                  Balances thereof as of the Due Date in the preceding calendar month
                  (after
                  giving effect to Principal Prepayments received in the Prepayment
                  Period
                  related to such prior Due Date), over (b) 6.50%.  The
                  Pass-Through Rate for the Class 1-X Certificates for the Interest
                  Accrual
                  Period for the first Distribution Date is 0.72539% per
                  annum.

              


      

       

      
        	
                (3)  

              	
                Minimum
                  denomination is based on the Notional Amount of such
                  Class.

              


      

       

      
        	
                (4)  

              	
                The
                  Pass-Through Rate for the Class 2-X Certificates for the Interest
                  Accrual
                  Period for any Distribution Date will equal the excess of (a) the
                  weighted
                  average of the Adjusted Net Mortgage Rates of the Non-Discount
                  Mortgage
                  Loans in Loan Group 2, weighted on the basis of the Stated Principal
                  Balances thereof as of the Due Date in the preceding calendar month
                  (after
                  giving effect to Principal Prepayments received in the Prepayment
                  Period
                  related to such prior Due Date), over (b) 6.00%.  The
                  Pass-Through Rate for the Class 2-X Certificates for the Interest
                  Accrual
                  Period for the first Distribution Date is 0.34136% per
                  annum.

              


      

       

      
        	
                (5)  

              	
                This
                  Class of Certificates will be a Class of Principal Only Certificates
                  and
                  will not receive any distributions of
                  interest.

              


      

       

      
        	
                (6)  

              	
                The
                  Class A-R Certificates represent the sole Class of residual interest
                  in
                  the Master REMIC and in the Lower Tier REMIC.  The Class A-R
                  Certificate shall be issued by the ES Trust as two separate certificates,
                  one with an initial Certificate Balance of $99.99 and the Tax Matters
                  Person Certificate with an initial Certificate Balance of
                  $0.01.

              


      

       

      
        	
                (7)  

              	
                The
                  Pass-Through Rate for each Class of Subordinated Certificates for
                  the
                  Interest Accrual Period related to each distribution date will
                  be a per
                  annum rate equal to the sum of:

              


      

       

      •  6.50%
        multiplied by the excess of the aggregate Stated Principal Balance of the
        Mortgage Loans in Loan Group 1 as of the Due Date in the month preceding
        the
        calendar month of that Distribution Date (after giving effect to Principal
        Prepayments received in the Prepayment Period related to such prior Due Date)
        over the aggregate of the Class Certificate Balances of the Group 1 Senior
        Certificates immediately prior to that Distribution Date, and

       

      •  6.00%
        multiplied by the excess of the aggregate Stated Principal Balance of the
        Mortgage Loans in Loan Group 2 as of the Due Date in the month preceding
        the
        calendar month of that Distribution Date (after giving effect to Principal
        Prepayments received in the Prepayment Period related to such prior Due Date)
        over the aggregate of the Class Certificate Balances of the Group 2 Senior
        Certificates immediately prior to that Distribution Date,

       

      divided
        by the aggregate Class Certificate Balance of the Subordinated Certificates
        immediately prior to that Distribution Date.  The Pass-Through Rate
        for such Class of Subordinated Certificates for the Interest Accrual Period
        for
        the first Distribution Date is 6.18224%

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      
        	
                (8)  

              	
                The
                  Class P Certificates will also have a notional amount equal to
                  the
                  aggregate Stated Principal Balance of the Mortgage Loans with a
                  Prepayment
                  Charge and will not receive any distributions of interest.  The
                  Class P Certificates are issuable in minimum notional amounts equal
                  to a
                  20% Percentage Interest and any amount in excess thereof.  For
                  federal income tax purposes, the Class P Certificates will be entitled
                  to
                  100% of all the amounts payable with respect to the Class MR-P
                  Master
                  REMIC Interest.

              


      

       

      The
        following table specifies the class designation, interest rate, and principal
        amount for each class of Master REMIC Interest:

       

      
        	
                Master
                  REMIC Interest Designation

              	
                Initial
                  Principal

                Balance/Notional
                  Amount

              	
                Interest
                  Rate

              	
                Possible
                  Corresponding ES Trust Certificate

              
	
                MR-1-A-1

              	
                $86,000,000

              	
                6.50%

              	
                Class
                  1-A-1

              
	
                MR-1-A-2

              	
                $6,140,000

              	
                6.50%

              	
                Class
                  1-A-2

              
	
                MR-1-X

              	
                $96,883,751
                  (1)

              	
                (2)

              	
                Class
                  1-X

              
	
                MR-2-A-3

              	
                $11,656,000

              	
                6.00%

              	
                Class
                  2-A-3

              
	
                MR-2-A-A

              	
                $13,500,000

              	
                6.00%

              	
                Class
                  2-A-1, Class 2-A-4, Class 2-A-9

              
	
                MR-2-A-B

              	
                $5,337,000

              	
                6.00%

              	
                Class
                  2-A-1, Class 2-A-4, Class 2-A-10

              
	
                MR-2-A-C

              	
                $10,779,000

              	
                6.00%

              	
                Class
                  2-A-2, Class 2-A-4, Class 2-A-10

              
	
                MR-2-A-D

              	
                $3601,000

              	
                6.00%

              	
                Class
                  2-A-4, Class 2-A-5, Class 2-A-10

              
	
                MR-2-A-E

              	
                $12,499,000

              	
                6.00%

              	
                Class
                  2-A-4, Class 2-A-5, Class 2-A-11

              
	
                MR-2-A-F

              	
                $55,149,000

              	
                6.00%

              	
                Class
                  2-A-1, Class 2-A-4, Class 2-A-6

              
	
                MR-2-A-G

              	
                $47,635,000

              	
                6.00%

              	
                Class
                  2-A-1, Class 2-A-4, Class 2-A-7

              
	
                MR-2-X

              	
                $154,239,225
                  (1)

              	
                (3)

              	
                Class
                  2-X

              
	
                MR-PO-1

              	
                $87,048

              	
                (4)

              	
                Class
                  PO-1

              
	
                MR-PO-2

              	
                $654,565

              	
                (4)

              	
                Class
                  PO-2

              


      

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      
        	
                MR-A-R(5)

              	
                $100.00

              	
                6.50%

              	
                Class
                  A-R

              
	
                MR-M

              	
                $8,096,200

              	
                (6)

              	
                Class
                  M

              
	
                MR-B-1

              	
                $4,254,000

              	
                (6)

              	
                Class
                  B-1

              
	
                MR-B-2

              	
                $2,470,100

              	
                (6)

              	
                Class
                  B-2

              
	
                MR-B-3

              	
                $2,744,500

              	
                (6)

              	
                Class
                  B-3

              
	
                MR-B-4

              	
                $1,509,500

              	
                (6)

              	
                Class
                  B-4

              
	
                MR-B-5

              	
                $2,332,950

              	
                (6)

              	
                Class
                  B-5

              
	
                MR-P

              	
                $100.00

              	
                (7)

              	
                Class
                  P

              


      

      


      
        	
                (1)  

              	
                This
                  class of Master REMIC Interest will have no principal balance,
                  pays no
                  principal and will bear interest on its Notional
                  Amount.

              


      

       

      
        	
                (2)  

              	
                The
                  MR-1-X Master REMIC Interest is entitled to receive on each Distribution
                  Date all amounts payable with respect to the SW-1-X Sub-WAC REMIC
                  Interest.

              


      

       

      
        	
                (3)  

              	
                The
                  MR-2-X Master REMIC Interest is entitled to receive on each Distribution
                  Date all amounts payable with respect to the SW-2-X Sub-WAC REMIC
                  Interest.

              


      

       

      
        	
                (4)  

              	
                This
                  class of Master REMIC Interest pays no
                  interest.

              


      

       

      
        	
                (5)  

              	
                The
                  Class MR-A-R Master REMIC Interest represents the sole class of
                  residual
                  interest in the Master REMIC.

              


      

       

      
        	
                (6)  

              	
                The
                  Subordinate Pass-Through Rate.

              


      

       

      
        	
                (7)  

              	
                For
                  each Distribution Date the Class MR-P Master REMIC Interest is
                  entitled to
                  all amounts payable with respect to the SW-P
                  Interest.

              


      

       

      The
        following table specifies the class designation, interest rate, and principal
        amount for each class of Sub-WAC REMIC Interests:

      


      
        	
                Sub-WAC

                REMIC
                  Interest Designation

              	
                 

                Initial

                Principal
                  Balance

              	
                 

                 

                Interest
                  Rate

              	
                 

                Corresponding

                Loan
                  Group

              
	
                SW-A-1

              	
                (1)

              	
                6.50%

              	
                1

              
	
                SW-B-1

              	
                (1)

              	
                6.50%

              	
                1

              
	
                SW-C-1

              	
                (1)

              	
                6.50%

              	
                1

              
	
                SW-PO-1

              	
                $87,048

              	
                (2)

              	
                1

              
	
                SW-X-1

              	
                (3)

              	
                (4)

              	
                1

              
	
                SW-A-2

              	
                (1)

              	
                6.00%

              	
                2

              
	
                SW-B-2

              	
                (1)

              	
                6.00%

              	
                2

              
	
                SW-C-2

              	
                (1)

              	
                6.00%

              	
                2

              
	
                SW-PO-2

              	
                $654,565

              	
                (2)

              	
                2

              


      

      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

         

      

      
        	
                SW-X-2

              	
                (3)

              	
                (4)

              	
                2

              
	
                SW-A-R

              	
                (6)

              	
                (6)

              	
                N/A

              
	
                SW-P

              	
                (7)

              	
                (7)

              	
                1
                  and 2

              


      

       

      
        	
                (1)  

              	
                Each
                  Class A Sub-WAC REMIC Interest will have an initial principal balance
                  equal to 0.90% of the Subordinated Portion of its corresponding
                  Loan
                  Group.  Each Class B Sub-WAC REMIC Interest will have an initial
                  principal balance equal to 0.10% of the Subordinated Portion of
                  its
                  corresponding Loan Group.  Each Class C Sub-WAC REMIC Interest
                  will have an initial principal balance equal to the excess of its
                  corresponding Loan Group (as reduced by the Class Certificate Balance
                  of
                  the related Class of Class PO Certificates) over the initial aggregate
                  principal balances of the Class A and Class B Sub-WAC REMIC Interests
                  corresponding to that Loan Group.  Hereafter, the Class A, Class
                  B and Class C Sub-WAC REMIC Interests are referred to as “Tracking
                  Interests.”

              


      

       

      
        	
                (2)  

              	
                This
                  Class of Sub-WAC REMIC Interest does not pay any
                  interest.

              


      

       

      
        	
                (3)  

              	
                This
                  Class of Sub-WAC REMIC Interest does not pay any
                  principal.

              


      

       

      
        	
                (4)  

              	
                This
                  Class of Sub-WAC REMIC Interest is entitled to receive on each
                  Distribution Date a specified portion of the interest payable on
                  the
                  Non-Discount Mortgage Loans in the corresponding Loan
                  Group.  Specifically, for each related Distribution Date, this
                  Class of Sub-WAC REMIC Interest is entitled to interest accruals
                  on each
                  Non-Discount Mortgage Loan in excess of an Adjusted Net Mortgage
                  Rate of
                  6.50% per annum.

              


      

       

      
        	
                (5)  

              	
                This
                  Class of Sub-WAC REMIC Interest is entitled to receive on each
                  Distribution Date a specified portion of the interest payable on
                  the
                  Non-Discount Mortgage Loans in the corresponding Loan
                  Group.  Specifically, for each related Distribution Date, this
                  Class of Sub-WAC REMIC Interest is entitled to interest accruals
                  on each
                  Non-Discount Mortgage Loan in excess of an Adjusted Net Mortgage
                  Rate of
                  6.00% per annum.

              


      

       

      
        	
                (6)  

              	
                The
                  Class SW-A-R Sub-WAC REMIC Interest is the sole class of residual
                  interest
                  in the Sub-WAC REMIC.  It does not pay any interest or
                  principal.

              


      

       

      
        	
                (7)  

              	
                The
                  Class P Certificates will not be entitled to any interest, but
                  will be
                  entitled to 100% of any Prepayment Charge Amount on the Mortgage
                  Loans in
                  Loan Groups 1 and 2.

              


      

       

      On
        each
        Distribution Date, the Available Funds shall be distributed with respect
        to the
        the Sub-WAC REMIC Interests in the following manner:

       

      
        	
                (1)  

              	
                Interest.  Interest
                  is to be distributed with respect to each Sub-WAC REMIC Interest
                  at the
                  rates, or according to the formulas, described
                  above.

              


      

       

      
        	
                (2)  

              	
                Initial
                  Allocations of Realized Losses and
                  Principal.

              


      

       

      
        	
                (a)  

              	
                The
                  Trustee shall first allocate the Realized Losses on the Group 1
                  Mortgage
                  Loans (including any reductions in previously allocated Realized
                  Losses on
                  the Group 1 Mortgage Loans attributable to any related Subsequent
                  Recoveries), and distribute the principal on the Group 1 Mortgage
                  Loans
                  between the SW-PO-1 Interests and the SW-1 Tracking Interests in
                  the same
                  manner that such amounts are allocated to or distributed between
                  (a) the
                  Class PO-1 Certificates and (b) the remaining Group 1 Certificates
                  and the
                  Assumed Balance of the Class Certificate Balance of each Class
                  of
                  Subordinated Certificates related to the Group 1 Mortgage
                  Loans.

              


      

       

      
        	
                (b)  

              	
                The
                  Trustee shall first allocate the Realized Losses on the Group 2
                  Mortgage
                  Loans (including any reductions in previously allocated Realized
                  Losses on
                  the Group 2 Mortgage Loans attributable to any related Subsequent
                  Recoveries), and distribute

              


      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      
         

        
          	
                    

                	
                  the
                    principal on the Group 2 Mortgage Loans between the Class SW-PO-2
                    Interest
                    and the SW-2 Tracking Interests in the same manner that such
                    amounts are
                    allocated to or distributed between (a) the Class PO-2 Certificates
                    and
                    (b) the remaining Group 2 Senior Certificates and the Assumed
                    Balance of
                    the Class Certificate Balance of each Class of Subordinated Certificates
                    related to the Group 2 Mortgage
                    Loans.

                


        

         

      

       

      
        	
                (3)  

              	
                Subsequent
                  Allocations.  Amounts allocated to the Tracking Interests of
                  each Group in accordance with Paragraph 2, above, shall be further
                  allocated as described below.

              


      

       

      
        	
                (4)  

              	
                Principal,
                  if no Cross-Over Situation Exists.  If no Cross-Over
                  Situation exists with respect to any Class of Tracking Interests,
                  Principal Amounts allocated with respect to each Loan Group’s Tracking
                  Interests in accordance with Paragraph 2, shall be further allocated:
                  first to cause the Loan Group’s corresponding Class A and Class B Tracking
                  Interests to equal, respectively, 0.90% of the Subordinated Portion
                  and
                  0.10% of the Subordinated Portion; and second to the Loan Group’s
                  corresponding Class C
                  Tracking Interest;

              


      

       

      
        	
                (5)  

              	
                Principal,
                  if a Cross-Over Situation Exists.  If a Cross-Over Situation
                  exists with respect to the Class A and Class B Tracking
                  Interests:

              


      

       

      
        	
                (a)  

              	
                If
                  the Calculation Rate in respect of the outstanding Class A and
                  Class B
                  Tracking Interests is less than the Subordinate Pass-Through Rate,
                  Principal Relocation Payments will be made proportionately to the
                  outstanding Class A Tracking Interests prior to any other principal
                  distributions from each such Loan
                  Group.

              


      

       

      
        	
                (b)  

              	
                If
                  the Calculation Rate in respect of the outstanding Class A and
                  Class B
                  Tracking Interests is greater than the Subordinate Pass-Through
                  Rate,
                  Principal Relocation Payments will be made proportionately to the
                  outstanding Class B Tracking Interests prior to any other principal
                  distributions from each such Loan
                  Group.

              


      

       

      In
        each
        case, Principal Relocation Payments will be made so as to cause the Calculation
        Rate in respect of the outstanding Class A and Class B Tracking Interests
        to
        equal the Subordinate Pass-Through Rate.  With respect to each Loan
        Group, if (and to the extent that) the sum of (a) the principal payments
        received during the Due Period (as adjusted for amounts allocated to the
        related
        Class of Class PO Certificates) and (b) the Realized Losses (as adjusted
        for
        amounts allocated to the related Class of Class PO Certificates), are
        insufficient to make the necessary reductions of principal on the Class A
        and
        Class B Tracking Interests, then interest will be added to the Loan Group’s
        Class C Tracking Interest.

       

      
        	
                (c)  

              	
                Unless
                  required to achieve the Calculation Rate, the outstanding aggregate
                  Class
                  A and Class B Tracking Interests for all Loan Groups will not be
                  reduced
                  below 1 percent of the excess of (i) the aggregate outstanding
                  principal
                  balances of all Loan Groups (as adjusted for amounts allocated
                  to the
                  related Class of Class PO Certificates) as of the end of any Due
                  Period
                  (reduced by principal prepayments received after the Due Period
                  that are
                  to to be distributed on the Disribution Date related to the Due
                  Period)
                  over (ii) the aggregate Class Certificate Balance of the Senior
                  Certificates for all Loan Groups as of the related Distribution
                  Date
                  (after taking into account distributions of principal on such Distribution
                  Date).

              


      

       

      If
        (and
        to the extent that) the limitation in paragraph (c) prevents the distribution
        of
        principal to the Class A and Class B Tracking Interests of a Loan Group,
        and if
        the Loan Group’s Class C Tracking Interest has already been reduced to zero,
        then the excess principal from that Loan Group (as adjusted for amounts
        allocated to the related Class of Class PO Certificates) will be paid to
        the
        Class C Tracking 

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      Interests
        of the other Loan Groups the aggregate Class A and Class B Tracking Interests
        of
        which are less than one percent of the Subordinated Portion.  If the
        Loan Group corresponding to the Class C Tracking Interest that receives such
        payment has a weighted average Adjusted Net Mortgage Rate below the weighted
        average Adjusted Net Mortgage Rate of the Loan Group making the payment,
        then
        the payment will be treated by the Sub-WAC REMIC as a Realized
        Loss.  Conversely, if the Loan Group corresponding to the Class C
        Tracking Interest that receives such payment has a weighted average Adjusted
        Net
        Mortgage Rate above the weighted average Adjusted Net Mortgage Rate of the
        Loan
        Group making the payment, then the payment will be treated by the Sub-WAC
        REMIC
        as a  reimbursement for prior Realized Losses.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      


      Set
        forth
        below are designations of Classes or Components of Certificates and other
        defined terms to the categories used herein:

      


      
        	
                Accretion
                  Directed Certificates

              	
                None.

              
	 	 
	
                Accretion
                  Directed Components

              	
                None.

              
	 	 
	
                Accrual
                  Certificates

              	
                None.

              
	 	 
	
                Accrual
                  Components

              	
                None.

              
	 	 
	
                Book-Entry
                  Certificates

              	
                All
                  Classes of Certificates other than the Physical
                  Certificates.

              
	 	 
	
                COFI
                  Certificates

              	
                None.

              
	 	 
	
                Combined
                  Certificates

              	
                None.

              
	 	 
	
                Component
                  Certificates

              	
                None.

              
	 	 
	
                Components

              	
                None.

              
	 	 
	
                Delay
                  Certificates

              	
                All
                  interest-bearing Classes of Certificates other than the Non-Delay
                  Certificates, if any.

              
	 	 
	
                Depositable
                  Certificates

              	
                Class
                  2-A-6, Class 2-A-7 and Class 2-A-8 Certificates.

              
	 	 
	
                ERISA-Restricted
                  Certificates

              	
                The
                  Residual Certificates and Private Certificates; and any Certificate
                  of a
                  Class that does not have, or no longer has, a rating of at least
                  BBB- or
                  its equivalent from at least one Rating Agency.

              
	 	 
	
                Exchangeable
                  Certificates

              	
                Class
                  2-A-1, Class 2-A-2, Class 2-A-4, Class 2-A-5, Class 2-A-9, Class
                  2-A-10
                  and Class 2-A-11 Certificates.

              
	 	 
	
                Floating
                  Rate Certificates.

              	
                None.

              
	 	 
	
                Group
                  1 Certificates

              	
                Group
                  1 Senior Certificates and the portions of the Subordinated Certificates
                  related to Loan Group 1.

              
	 	 
	
                Group
                  1 Senior Certificates

              	
                Class
                  1-A-1, Class 1-A-2, Class 1-X, Class PO-1 and Class A-R
                  Certificates.

              
	 	 
	
                Group
                  2 Certificates

              	
                Group
                  2 Senior Certificates and the portions of the Subordinated Certificates
                  related to Loan Group 2.

              
	 	 
	
                Group
                  2 Senior Certificates

              	
                Class
                  2-A-3, Class 2-A-6, Class 2-A-7, Class 2-A-8, Class 2-X and Class
                  PO-2
                  Certificates.

              
	 	 
	
                Inverse
                  Floating Rate Certificates

              	
                None.

              
	 	 
	
                LIBOR
                  Certificates

              	
                None.

              


      

      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      
        	
                Non-Delay
                  Certificates

              	
                LIBOR
                  Certificates.

              
	 	 
	
                Notional
                  Amount Certificates

              	
                Class
                  1-X and Class 2-X Certificates.

              
	 	 
	
                Notional
                  Amount Components

              	
                None.

              
	 	 
	
                Offered
                  Certificates

              	
                All
                  Classes of Certificates other than the Private
                  Certificates.

              
	 	 
	
                Physical
                  Certificates

              	
                Private
                  Certificates and the Residual Certificates.

              
	 	 
	
                Planned
                  Principal Classes

              	
                None.

              
	 	 
	
                Principal
                  Only Certificates

              	
                Class
                  PO-1 and Class PO-2 Certificates.

              
	 	 
	
                Private
                  Certificates

              	
                Class
                  P, Class B-3, Class B-4 and Class B-5
                  Certificates.

              
	 	 
	
                Rating
                  Agencies

              	
                Fitch
                  and Moody’s.

              
	 	 
	
                Regular
                  Certificates

              	
                All
                  Classes of Certificates, other than the Residual
                  Certificates.

              
	 	 
	
                Residual
                  Certificates

              	
                Class A-R
                  Certificates.

              
	 	 
	
                Scheduled
                  Principal Classes

              	
                None.

              
	 	 
	
                Senior
                  Certificate Group

              	
                The
                  Group 1 Senior Certificates and the Group 2 Senior Certificates,
                  as
                  applicable.

              
	 	 
	
                Senior
                  Certificates

              	
                The
                  Group 1 Senior Certificates and Group 2 Senior
                  Certificates.

              
	 	 
	
                Subordinated
                  Certificates

              	
                Class
                  M, Class B-1, Class B-2, Class B-3, Class B-4 and
                  Class B-5 Certificates.

              
	 	 
	
                Targeted
                  Principal Classes

              	
                None.

              
	 	 
	
                Underwriter

              	
                Countrywide
                  Securities Corporation.

              
	 	 


      

      With
        respect to any of the foregoing designations as to which the corresponding
        reference is “None,” all defined terms and provisions herein relating solely to
        such designations shall be of no force or effect, and any calculations herein
        incorporating references to such designations shall be interpreted without
        reference to such designations and amounts.  Defined terms and
        provisions herein relating to statistical rating agencies not designated
        above
        as Rating Agencies shall be of no force or effect.

       

      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        I


       

      DEFINITIONS

       

      
        	
                SECTION
                  1.01.  

              	
                Defined
                  Terms.

              


      

       

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

       

      Account:
        Any Escrow Account, the Certificate Account, the Distribution Account, the
        Exchangeable Certificates Distribution Account, the Principal Reserve Fund
        or
        any other account related to the Trust Fund or the Mortgage Loans.

       

      Accretion
        Directed Certificates:  As specified in the Preliminary
        Statement.

       

      Accretion
        Direction Rule: Not applicable.

       

      Accrual
        Amount:  With respect to any Class of Accrual Certificates or any
        Accrual Component and any Distribution Date prior to the related Accrual
        Termination Date, the amount allocable to interest on such Class of Accrual
        Certificates or Accrual Component with respect to such Distribution Date
        pursuant to Section 4.02(a).

       

      Accrual
        Certificates:  As specified in the Preliminary
        Statement.

       

      Accrual
        Components:  As specified in the Preliminary
        Statement.

       

      Accrual
        Termination Date:  Not applicable.

       

      Additional
        Designated Information:  As defined in Section 11.02.

       

      Adjusted
        Mortgage Rate:  As to each Mortgage Loan, and at any time, the per
        annum rate equal to the Mortgage Rate less the Master Servicing Fee
        Rate.

       

      Adjusted
        Net Mortgage Rate:  As to each Mortgage Loan, and at any time, the
        per annum rate equal to the Mortgage Rate less the sum of the Trustee Fee
        Rate
        and the Master Servicing Fee Rate.  For purposes of determining
        whether any Substitute Mortgage Loan is a Discount Mortgage Loan or a
        Non-Discount Mortgage Loan and for purposes of calculating the applicable
        PO
        Percentage and the applicable Non-PO Percentage, each Substitute Mortgage
        Loan
        shall be deemed to have an Adjusted Net Mortgage Rate equal to the Adjusted
        Net
        Mortgage Rate of the Deleted Mortgage Loan for which it is
        substituted.

       

      Advance:  As
        to a Loan Group, the payment required to be made by the Master Servicer with
        respect to any Distribution Date pursuant to Section 4.01, the amount of
        any
        such payment being equal to the aggregate of payments of principal and interest
        (net of the Master Servicing Fee) on the Mortgage Loans in such Loan Group
        that
        were due on the related Due Date and not received by the Master Servicer
        as of
        the close of business on the related Determination Date, together with an
        amount
        equivalent to interest on each Mortgage Loan as to which the related Mortgaged
        Property is an REO Property (net of any net income from such REO Property),
        less
        the aggregate amount of any such delinquent payments that the Master Servicer
        has determined would constitute a Nonrecoverable Advance, if
        advanced.

       

      
        
          
          

        

        
          II-1

          
            

          

        

        
          
          

        

      

      Aggregate
        Planned Balance:  With respect to any group of Planned Principal
        Classes or Components and any Distribution Date, the amount set forth for
        such
        group for such Distribution Date in Schedule V hereto.

       

      Aggregate
        Targeted Balance:  With respect to any group of Targeted Principal
        Classes or Components and any Distribution Date, the amount set forth for
        such
        group for such Distribution Date in Schedule V hereto.

       

      Agreement:  This
        Pooling and Servicing Agreement and all amendments or supplements
        hereto.

       

      Allocable
        Share:  As to any Distribution Date and any Mortgage Loan (i) with
        respect to either Class of Class PO Certificates, zero, (ii) with respect
        to the
        Class 1-X and Class 2-X Certificates, (a) the ratio that the excess, if any,
        of
        the Adjusted Net Mortgage Rate with respect to such Mortgage Loan, over the
        related Required Coupon bears to such Adjusted Net Mortgage Rate or (b) if
        the
        Adjusted Net Mortgage Rate with respect to such Mortgage Loan does not exceed
        the related Required Coupon, zero and (iii) with respect to each other Class
        of
        Certificates the product of (a) the lesser of (I) the ratio that the related
        Required Coupon bears to the Adjusted Net Mortgage Rate of such Mortgage
        Loan
        and (II) one, multiplied by (b) the ratio that the amount calculated with
        respect to such Distribution Date (A) with respect to the Senior Certificates
        of
        the related Senior Certificate Group, pursuant to clause (i) of the definition
        of Class Optimal Interest Distribution Amount (without giving effect to any
        reduction of such amount pursuant to Section 4.02(d)) and (B) with respect
        to
        the Subordinated Certificates, pursuant to the definition of Assumed Interest
        Amount or after a Senior Termination Date pursuant to clause (i) of the
        definition of Class Optimal Interest Distribution Amount (without giving
        effect
        to any reduction of such amount pursuant to Section 4.02(d)) bears to the
        amount
        calculated with respect to such Distribution Date for each Class of Certificates
        pursuant to clause (i) of the definition of Class Optimal Interest Distribution
        Amount (without giving effect to any reduction of such amount pursuant to
        Section 4.02(d)) or the definition of Assumed Interest Amount, as
        applicable.

       

      Amount
        Available for Senior Principal:  As to any Distribution Date and
        any Loan Group, the Available Funds for such Distribution Date and Loan Group,
        reduced by the aggregate amount distributable (or allocable to the Accrual
        Amount, if applicable) on such Distribution Date in respect of interest on
        the
        related Senior Certificates pursuant to Section 4.02(a).

       

      Amount
        Held for Future Distribution:  As to any Distribution Date and
        Mortgage Loans in a Loan Group, the aggregate amount held in the Certificate
        Account at the close of business on the related Determination Date on account
        of
        (i) Principal Prepayments received after the related Prepayment Period and
        Liquidation Proceeds and Subsequent Recoveries received in the month of such
        Distribution Date relating to such Loan Group and (ii) all Scheduled Payments
        due after the related Due Date relating to such Loan Group.

       

      Applicable
        Credit Support Percentage:  As defined in Section
        4.02(e).

       

      Appraised
        Value:  With respect to any Mortgage Loan, the Appraised Value of
        the related Mortgaged Property shall be: (i) with respect to a Mortgage Loan
        other than a Refinancing Mortgage Loan, the lesser of (a) the value of the
        Mortgaged Property based upon the appraisal made at the time of the origination
        of such Mortgage Loan and (b) the sale price of the Mortgaged Property at
        the
        time of the origination of such Mortgage Loan; (ii) with respect to a
        Refinancing Mortgage Loan other than a Streamlined Documentation Mortgage
        Loan,
        the value of the Mortgaged Property based upon the appraisal made-at the
        time of
        the origination of such Refinancing Mortgage Loan; and (iii) with respect
        to a
        Streamlined Documentation Mortgage Loan, (a) if the loan-to-value ratio with
        respect to the Original 

       

      
        
          
          

        

        
          II-2

          
            

          

        

        
          
          

        

      

       

      Mortgage
        Loan at the time of the origination thereof was 80% or less and the loan
        amount
        of the new mortgage loan is $650,000 or less, the value of the Mortgaged
        Property based upon the appraisal made at the time of the origination of
        the
        Original Mortgage Loan and (b) if the loan-to-value ratio with respect to
        the
        Original Mortgage Loan at the time of the origination thereof was greater
        than
        80% or the loan amount of the new loan being originated is greater than
        $650,000, the value of the Mortgaged Property based upon the appraisal (which
        may be a drive-by appraisal) made at the time of the origination of such
        Streamlined Documentation Mortgage Loan.

       

      Assumed
        Balance: For a Distribution Date and Loan Group, an amount equal to the
        Subordinated Percentage for that Distribution Date relating to that Loan
        Group
        of the aggregate of the applicable Non-PO Percentage of the Stated Principal
        Balance of each Mortgage Loan in such Loan Group as of the Due Date occurring
        in
        the month prior to the month of that Distribution Date (after giving effect
        to
        Principal Prepayments received in the Prepayment Period related to such Due
        Date).

       

      Assumed
        Interest Amount:  With respect to any Distribution Date and each
        Class of Subordinated Certificates, one month’s interest accrued during the
        related Interest Accrual Period at the Pass-Through Rate for such Class on
        the
        applicable Subordinated Portion immediately prior to that Distribution
        Date.

       

      Available
        Funds:  As to any Distribution Date and the Mortgage Loans in a
        Loan Group, the sum of (a)  the aggregate amount held in the
        Certificate Account at the close of business on the related Determination
        Date,
        including any Subsequent Recoveries, in respect of such Mortgage Loans, net
        of
        the related Amount Held for Future Distribution, net of the Prepayment Charges
        received and net of amounts permitted to be withdrawn from the Certificate
        Account pursuant to clauses (i) – (viii), inclusive, of Section 3.08(a) in
        respect of such Mortgage Loans and amounts permitted to be withdrawn from
        the
        Distribution Account pursuant to clauses (i) – (v), inclusive, of Section
        3.08(b) in respect of such Mortgage Loans, (b) the amount of the related
        Advance
        and (c) in connection with Defective Mortgage Loans in such Loan Group, as
        applicable, the aggregate of the Purchase Prices and Substitution Adjustment
        Amounts deposited on the related Distribution Account Deposit Date; provided,
        however, that after a Senior Termination Date, Available Funds with respect
        to
        the Loan Group relating to the remaining Senior Certificate Group shall include
        the Available Funds from the other Loan Groups after all distributions are
        made
        on the Senior Certificates of the other Senior Certificate Group or Groups
        and
        on any Distribution Date thereafter, Available Funds shall be calculated
        based
        upon all the Mortgage Loans in the Mortgage Pool, as opposed to the Mortgage
        Loans in the related Loan Group.  The Holders of the Class P
        Certificates will be entitled to all Prepayment Charges received on the Mortgage
        Loans and such amounts will not be available for distribution to the Holders
        of
        any other Class of Certificates.

       

      Bankruptcy
        Code:  The United States Bankruptcy Reform Act of 1978, as
        amended.

       

      Book-Entry
        Certificates:  As specified in the Preliminary
        Statement.

       

      Business
        Day:  Any day other than (i) a Saturday or a Sunday, or (ii) a day
        on which banking institutions in the City of New York, New York, or the States
        of California or Texas or the city in which the Corporate Trust Office of
        the
        Trustee is located are authorized or obligated by law or executive order
        to be
        closed.

       

      Calculation
        Rate: For each Distribution Date, the product of (i) 10 and (ii) the
        weighted average rate of the outstanding Class A and Class B Interests, treating
        each Class A Interest as having an interest rate of 0.00% per
        annum.

       

      
        
          
          

        

        
          II-3

          
            

          

        

        
          
          

        

      

      Certificate:  Any
        one of the Certificates executed by the Trustee in substantially the forms
        attached hereto as exhibits.

       

      Certificate
        Account:  The separate Eligible Account or Accounts created and
        maintained by the Master Servicer pursuant to Section 3.05 with a depository
        institution, initially Countrywide Bank, FSB, in the name of the Master Servicer
        for the benefit of the Trustee on behalf of Certificateholders and designated
        “Countrywide Home Loans Servicing LP, in trust for the registered holders
        of
        Alternative Loan Trust 2007-J2, Mortgage Pass-Through Certificates, Series
        2007-J2.”

       

      Certificate
        Balance:  With respect to any Certificate at any date (other than
        the Notional Amount Certificates), the maximum dollar amount of principal
        to
        which the Holder thereof is then entitled hereunder, such amount being equal
        to
        the Denomination thereof (A) plus any increase in the Certificate Balance
        of
        each Certificate pursuant to Section 4.02 due to the receipt of Subsequent
        Recoveries, (B) minus the sum of (i) all distributions of principal previously
        made with respect thereto and (ii) all Realized Losses allocated thereto
        and, in
        the case of the Subordinated Certificates, all other reductions in Certificate
        Balance previously allocated thereto pursuant to Section 4.04 and (C) in
        the
        case of any Class of Accrual Certificates, increased by the Accrual Amount
        added
        to the Class Certificate Balance of such Class prior to such
        date.  The Notional Amount Certificates have no Certificate
        Balances.

       

      Certificate
        Group:  The Group 1 Certificates or the Group 2 Certificates, as
        the context requires.

       

      Certificate
        Owner:  With respect to a Book-Entry Certificate, the Person who
        is the beneficial owner of such Book-Entry Certificate.  For the
        purposes of this Agreement, in order for a Certificate Owner to enforce any
        of
        its rights hereunder, it shall first have to provide evidence of its beneficial
        ownership interest in a Certificate that is reasonably satisfactory to the
        Trustee, the Depositor, and/or the Master Servicer, as applicable.

       

      Certificate
        Register:  The register maintained pursuant to Section 5.02
        hereof.

       

      Certificateholder
        or Holder:  The person in whose name a Certificate is
        registered in the Certificate Register, except that, solely for the purpose
        of
        giving any consent pursuant to this Agreement, any Certificate registered
        in the
        name of the Depositor or any affiliate of the Depositor shall be deemed not
        to
        be Outstanding and the Percentage Interest evidenced thereby shall not be
        taken
        into account in determining whether the requisite amount of Percentage Interests
        necessary to effect such consent has been obtained; provided, however, that
        if
        any such Person (including the Depositor) owns 100% of the Percentage Interests
        evidenced by a Class of Certificates, such Certificates shall be deemed to
        be Outstanding for purposes of any provision hereof (other than the second
        sentence of Section 10.01 hereof) that requires the consent of the Holders
        of
        Certificates of a particular Class as a condition to the taking of any
        action hereunder.  The Trustee is entitled to rely conclusively on a
        certification of the Depositor or any affiliate of the Depositor in determining
        which Certificates are registered in the name of an affiliate of the
        Depositor.

       

      Certification
        Party:  As defined in Section 11.05.

       

      Certifying
        Person:  As defined in Section 11.05.

       

      Class:  All
        Certificates bearing the same class designation as set forth in the Preliminary
        Statement.

       

      
        
          
          

        

        
          II-4

          
            

          

        

        
          
          

        

      

      Class
        2-A-3 Percentage: With respect to any Distribution Date, the percentage
        equivalent of a fraction, the numerator of which is the Class Certificate
        Balance of the Class 2-A-3 Certificates immediately prior to such Distribution
        Date, and the denominator of which is the aggregate Class Certificate Balance
        of
        the Class 2-A-3, Class 2-A-6, Class 2-A-7 and Class 2-A-8 Certificates
        immediately prior to such Distribution Date.

       

      Class Certificate
        Balance:  With respect to any Class and as to any date of
        determination, the aggregate of the Certificate Balances of all Certificates
        of
        such Class as of such date.

       

      Class Interest
        Shortfall:  As to any Distribution Date and Class, the amount by
        which the amount described in clause (i) of the definition of Class Optimal
        Interest Distribution Amount for such Class exceeds the amount of interest
        actually distributed on such Class on such Distribution Date pursuant to
        such clause (i).

       

      Class Optimal
        Interest Distribution Amount:  With respect to any Distribution
        Date and interest bearing Class or, with respect to any interest-bearing
        Component, the sum of (i) one month’s interest accrued during the related
        Interest Accrual Period at the Pass-Through Rate for such Class on the
        related Class Certificate Balance, Component Balance, Notional Amount or
        Component Notional Amount, as applicable, immediately prior to such Distribution
        Date, subject to reduction as provided in Section 4.02(d) and (ii) any
        Class Unpaid Interest Amounts for such Class or
        Component.  Interest shall be calculated on the basis of a 360-day
        year consisting of twelve 30-day months.

       

      Class
        PO Certificates:   Collectively, the Class PO-1 and Class
        PO-2 Certificates.

       

      Class
        P Principal Distribution Date:  The first Distribution Date that
        occurs after the end of the latest Prepayment Charge Period for all Mortgage
        Loans that have a Prepayment Charge.

       

      Class
        PO Component:  Not applicable.

       

      Class
        PO Deferred Amount:  As to any Distribution Date and Loan Group,
        the aggregate of the applicable PO Percentage of each Realized Loss on a
        Discount Mortgage Loan in that Loan Group to be allocated to the related
        Class
        of Class PO Certificates on such Distribution Date on or prior to the Senior
        Credit Support Depletion Date or previously allocated to such Class of Class
        PO
        Certificates and not yet paid to the Holders of such Certificates.

       

      Class Subordination
        Percentage:  With respect to any Distribution Date and each
        Class of Subordinated Certificates, the quotient (expressed as a
        percentage) of (a) the Class Certificate Balance of such
        Class of  Subordinated Certificates immediately prior to such
        Distribution Date divided by (b) the aggregate of the Class Certificate
        Balances immediately prior to such Distribution Date of all Classes of
        Certificates.

       

      Class Unpaid
        Interest Amounts:  As to any Distribution Date and Class of
        interest bearing Certificates, the amount by which the aggregate
        Class Interest Shortfalls for such Class on prior Distribution Dates
        exceeds the amount distributed on such Class on prior Distribution Dates
        pursuant to clause (ii) of the definition of Class Optimal Interest
        Distribution Amount.

       

      Closing
        Date:  May 30, 2007.

       

      Code:  The
        Internal Revenue Code of 1986, including any successor or amendatory
        provisions.

       

      
        
          
          

        

        
          II-5

          
            

          

        

        
          
          

        

      

      COFI:  The
        Monthly Weighted Average Cost of Funds Index for the Eleventh District Savings
        Institutions published by the Federal Home Loan Bank of San
        Francisco.

       

      COFI
        Certificates:  As specified in the Preliminary
        Statement.

       

      Combined
        Certificates:  As specified in the Preliminary
        Statement.

       

      Combined
        Certificates Payment Rule:  Not applicable.

       

      Combined
        Percentage:  With respect to any Distribution Date, 100% minus the
        Class 2-A-3 Percentage for such Distribution Date.

       

      Commission:  The
        U.S. Securities and Exchange Commission.

       

      Compensating
        Interest:  As to any Distribution Date and Loan Group an amount
        equal to the product of one-twelfth of 0.125% and the aggregate Stated Principal
        Balance of the Mortgage Loans in such Loan Group as of the Due Date in the
        prior
        calendar month.

       

      Component:  As
        specified in the Preliminary Statement.

       

      Component
        Balance:  With respect to any Component and any Distribution Date,
        the Initial Component Balance thereof on the Closing Date, (A) plus any increase
        in the Component Balance of such Component pursuant to Section 4.02 due to
        the
        receipt of Subsequent Recoveries, (B) minus the sum of all amounts applied
        in
        reduction of the principal balance of such Component and Realized Losses
        allocated thereto on previous Distribution Dates.

       

      Component
        Certificates:  As specified in the Preliminary
        Statement.

       

      Component
        Notional Amount:  Not applicable.

       

      Coop
        Shares: Shares issued by a Cooperative Corporation.

       

      Cooperative
        Corporation: The entity that holds title (fee or an acceptable leasehold
        estate) to the real property and improvements constituting the Cooperative
        Property and which governs the Cooperative Property, which Cooperative
        Corporation must qualify as a Cooperative Housing Corporation under Section
        216
        of the Code.

       

      Cooperative
        Loan: Any Mortgage Loan secured by Coop Shares and a Proprietary
        Lease.

       

      Cooperative
        Property: The real property and improvements owned by the Cooperative
        Corporation, including the allocation of individual dwelling units to the
        holders of the Coop Shares of the Cooperative Corporation.

       

      Cooperative
        Unit: A single family dwelling located in a Cooperative
        Property.

       

      Corporate
        Trust Office:  The designated office of the Trustee in the State
        of New York at which at any particular time its corporate trust business
        with
        respect to this Agreement shall be administered, which office at the date
        of the
        execution of this Agreement is located at 101 Barclay Street, 4W, New York,
        New
        York 10286 (Attn:  Mortgage-Backed Securities Group, CWALT, Inc.
        Series 2007-J2), facsimile no. (212) 815-3986, and which is the address to
        which notices to and correspondence with the Trustee should be
        directed.

       

      
        
          
          

        

        
          II-6

          
            

          

        

        
          
          

        

      

      Countrywide:  Countrywide
        Home Loans, Inc., a New York corporation, and its successors and assigns
        in its
        capacity as the seller of the Countrywide Mortgage Loans to the
        Depositor.

       

      Countrywide
        Mortgage Loans:  The Mortgage Loans identified as such on the
        Mortgage Loan Schedule for which Countrywide is the applicable
        Seller.

       

      Covered
        Certificates:  Not applicable.

       

      Cross-Over
        Situation:  For any Distribution Date and for each Loan Group
        (after taking into account principal distributions on such Distribution Date)
        with respect to the Class A and Class B Lower Tier REMIC Interests, a situation
        in which the Class A and Class B Interests corresponding to any Loan Group
        are
        in the aggregate less than 1% of the Subordinated Portion of the Loan Group
        to
        which they correspond.

       

      Cut-off
        Date:  With respect to any Mortgage Loan, the later of (i) the
        date of origination of such Mortgage Loan and (ii) May 1, 2007.

       

      Cut-off
        Date Pool Principal Balance:  $274,444,964.46.

       

      Cut-off
        Date Principal Balance:  As to any Mortgage Loan, the Stated
        Principal Balance thereof as of the close of business on the Cut-off
        Date.

       

      Debt
        Service Reduction:  With respect to any Mortgage Loan, a reduction
        by a court of competent jurisdiction in a proceeding under the Bankruptcy
        Code
        in the Scheduled Payment for such Mortgage Loan which became final and
        non-appealable, except such a reduction resulting from a Deficient Valuation
        or
        any reduction that results in a permanent forgiveness of principal.

       

      Defective
        Mortgage Loan:  Any Mortgage Loan which is required to be
        repurchased pursuant to Section 2.02 or 2.03.

       

      Deficient
        Valuation:  With respect to any Mortgage Loan, a valuation by a
        court of competent jurisdiction of the Mortgaged Property in an amount less
        than
        the then-outstanding indebtedness under the Mortgage Loan, or any reduction
        in
        the amount of principal to be paid in connection with any Scheduled Payment
        that
        results in a permanent forgiveness of principal, which valuation or reduction
        results from an order of such court which is final and non-appealable in
        a
        proceeding under the Bankruptcy Code.

       

      Definitive
        Certificates:  Any Certificate evidenced by a Physical Certificate
        and any Certificate issued in lieu of a Book-Entry Certificate pursuant to
        Section 5.02(e).

       

      Delay
        Certificates: As specified in the Preliminary Statement.

       

      Delay
        Delivery Certification:  As defined in Section 2.02(a)
        hereof.

       

      Delay
        Delivery Mortgage Loans:  The Mortgage Loans for which all or a
        portion of a related Mortgage File is not delivered to the Trustee on the
        Closing Date.  The number of Delay Delivery Mortgage Loans shall not
        exceed 50% of the aggregate number of Mortgage Loans in each Loan Group as
        of
        the Closing Date.  To the extent that Countrywide Home Loans Servicing
        LP shall be in possession of any Mortgage Files with respect to any Delay
        Delivery Mortgage Loan, until delivery of such Mortgage File to the Trustee
        as
        provided in Section  2.01, Countrywide Home Loans Servicing LP shall
        hold such files as Master Servicer hereunder, as agent and in trust for the
        Trustee.

       

      
        
          
          

        

        
          II-7

          
            

          

        

        
          
          

        

      

      Deleted
        Mortgage Loan:  As defined in Section 2.03(c) hereof.

       

      Denomination:  With
        respect to each Certificate, the amount set forth on the face thereof as
        the
“Initial Certificate Balance of this Certificate” or the “Initial Notional
        Amount of this Certificate” or, if neither of the foregoing, the Percentage
        Interest appearing on the face thereof.

       

      Depositable
        Certificates:  As specified in the Preliminary
        Statement.

       

      Depositor:  CWALT,
        Inc., a Delaware corporation, or its successor in interest.

       

      Depository:  The
        initial Depository shall be The Depository Trust Company, the nominee of
        which
        is CEDE & Co., as the registered Holder of the Book-Entry
        Certificates.  The Depository shall at all times be a “clearing
        corporation” as defined in Section 8-102(a)(5) of the Uniform Commercial Code of
        the State of New York.

       

      Depository
        Participant:  A broker, dealer, bank or other financial
        institution or other Person for whom from time to time a Depository effects
        book-entry transfers and pledges of securities deposited with the
        Depository.

       

      Determination
        Date:  As to any Distribution Date, the 22nd day of each month or
        if such 22nd day is not a Business Day the next preceding Business Day;
        provided, however, that if such 22nd day or such Business Day, whichever
        is
        applicable, is less than two Business Days prior to the related Distribution
        Date, the Determination Date shall be the first Business Day which is two
        Business Days preceding such Distribution Date.

       

      Discount
        Mortgage Loan:  Any Mortgage Loan in a Loan Group with an Adjusted
        Net Mortgage Rate that is less than the Required Coupon for that Loan
        Group.

       

      Distribution
        Account:  The separate Eligible Account created and maintained by
        the Trustee pursuant to Section 3.05 in the name of the Trustee for the benefit
        of the Certificateholders and designated “The Bank of New York in trust for
        registered holders of Alternative Loan Trust 2007-J2, Mortgage Pass-Through
        Certificates, Series 2007-J2.”  Funds in the Distribution Account
        shall be held in trust for the Certificateholders for the uses and purposes
        set
        forth in this Agreement.

       

      Distribution
        Account Deposit Date:  As to any Distribution Date, 12:30 p.m.
        Pacific time on the Business Day immediately preceding such Distribution
        Date.

       

      Distribution
        Date:  The 25th day of each calendar month after the initial
        issuance of the Certificates, or if such 25th day is not a Business Day,
        the
        next succeeding Business Day, commencing in June 2007.

       

      Due
        Date:  With respect to any Distribution Date, the related Due Date
        is the first day of the month in which that Distribution Date
        occurs.

       

      EDGAR:  The
        Commission’s Electronic Data Gathering, Analysis and Retrieval
        system.

       

      Eligible
        Account:  Any of (i) an account or accounts maintained with a
        federal or state chartered depository institution or trust company, the
        short-term unsecured debt obligations of which (or, in the case of a depository
        institution or trust company that is the principal subsidiary of a holding
        company, the debt obligations of such holding company) have the highest
        short-term ratings of Moody’s or Fitch and one of the two highest short-term
        ratings of S&P, if S&P is a Rating Agency, at the time any 

       

      
        
          
          

        

        
          II-8

          
            

          

        

        
          
          

        

      

       

      amounts
        are held on deposit therein, or (ii) an account or accounts in a depository
        institution or trust company in which such accounts are insured by the FDIC
        (to
        the limits established by the FDIC) and the uninsured deposits in which accounts
        are otherwise secured such that, as evidenced by an Opinion of Counsel delivered
        to the Trustee and to each Rating Agency, the Certificateholders have a claim
        with respect to the funds in such account or a perfected first priority security
        interest against any collateral (which shall be limited to Permitted
        Investments) securing such funds that is superior to claims of any other
        depositors or creditors of the depository institution or trust company in
        which
        such account is maintained, or (iii) a trust account or accounts maintained
        with
        (a) the trust department of a federal or state chartered depository institution
        or (b) a trust company, acting in its fiduciary capacity or (iv) any other
        account acceptable to each Rating Agency.  Eligible Accounts may bear
        interest, and may include, if otherwise qualified under this definition,
        accounts maintained with the Trustee.

       

      Eligible
        EPD Protected Mortgage Loan:  A Mortgage Loan that (i) was
        originated not more than one year prior to the Closing Date, (ii) was purchased
        by a Seller or one of its affiliates pursuant to a purchase agreement containing
        provisions under which the seller thereunder has become obligated to repurchase
        such Mortgage Loan from Countrywide due to a Scheduled Payment due on or
        prior
        to the first Scheduled Payment owing to the Trust Fund becoming delinquent
        and
        (iii) was not purchased through Countrywide Home Loan Inc.’s Correspondent
        Lending Division.

       

      Eligible
        Repurchase Month:  As defined in Section 3.11 hereof.

       

      ERISA:  The
        Employee Retirement Income Security Act of 1974, as amended.

       

      ERISA-Qualifying
        Underwriting:  A best efforts or firm commitment underwriting or
        private placement that meets the requirements of the Underwriter’s
        Exemption.

       

      ERISA-Restricted
        Certificate:  As specified in the Preliminary
        Statement.

       

      Escrow
        Account:  The Eligible Account or Accounts established and
        maintained pursuant to Section 3.06(a) hereof.

       

      ES
        Trust:  The separate trust created under this Agreement pursuant
        to Section 5.07(a).

       

      ES
        Trust Certificate:  Any Class of Certificates issued by the ES
        Trust and representing beneficial ownership of one or more uncertificated
        Master
        REMIC Interests held by the ES Trust.

       

      Event
        of Default:  As defined in Section 7.01 hereof.

       

      Excess
        Proceeds:  With respect to any Liquidated Mortgage Loan, the
        amount, if any, by which the sum of any Liquidation Proceeds received with
        respect to such Mortgage Loan during the calendar month in which such Mortgage
        Loan became a Liquidated Mortgage Loan plus any Subsequent Recoveries received
        with respect to such Mortgage Loan, net of any amounts previously reimbursed
        to
        the Master Servicer as Nonrecoverable Advance(s) with respect to such Mortgage
        Loan pursuant to Section 3.08(a)(iii), exceeds (i) the unpaid principal balance
        of such Liquidated Mortgage Loan as of the Due Date in the month in which
        such
        Mortgage Loan became a Liquidated Mortgage Loan plus (ii) accrued interest
        at
        the Mortgage Rate from the Due Date as to which interest was last paid or
        advanced (and not reimbursed) to Certificateholders up to the Due Date
        applicable to the Distribution Date immediately following the calendar month
        during which such liquidation occurred.

       

      Exchange
        Act:  The Securities Exchange Act of 1934, as amended, and the
        rules and regulations promulgated thereunder.

       

      
        
          
          

        

        
          II-9

          
            

          

        

        
          
          

        

      

      Exchange
        Act Reports:  Any reports on Form 10-D, Form 8-K and Form 10-K
        required to be filed by the Depositor with respect to the Trust Fund under
        the
        Exchange Act.

       

      Exchange
        Fee:  As defined in Section 5.07(e).

       

      Exchangeable
        Certificates:  As specified in the Preliminary
        Statement.

       

      Exchangeable
        Certificates Distribution Account:  The separate Eligible Account
        created and maintained by the Trustee on behalf of the ES Trust pursuant
        to
        Section 5.07(a) in the name of the Trustee for the benefit of the Holders
        of the
        Exchangeable Certificates and designated “The Bank of New York in trust for
        registered Holders of Alternative Loan Trust 2007-J2, Mortgage Pass-Through
        Certificates, Series 2007-J2.”  Funds in the Exchangeable Certificates
        Distribution Account shall be held in trust for the Certificateholders for
        the
        uses and purposes set forth in this Agreement.

       

      Expense
        Rate:  As to each Mortgage Loan, the sum of the Master Servicing
        Fee Rate and the Trustee Fee Rate.

       

      FDIC:  The
        Federal Deposit Insurance Corporation, or any successor thereto.

       

      FHLMC:  The
        Federal Home Loan Mortgage Corporation, a corporate instrumentality of the
        United States created and existing under Title III of the Emergency Home
        Finance
        Act of 1970, as amended, or any successor thereto.

       

      Final
        Certification:  As defined in Section 2.02(a) hereof.

       

      FIRREA:  The
        Financial Institutions Reform, Recovery, and Enforcement Act of
        1989.

       

      Fitch:  Fitch,
        Inc., or any successor thereto.  If Fitch is designated as a Rating
        Agency in the Preliminary Statement, for purposes of Section 10.05(b) the
        address for notices to Fitch shall be Fitch, Inc., One State Street Plaza,
        New York, New York  10004, Attention: Residential Mortgage
        Surveillance Group, or such other address as Fitch may hereafter furnish
        to the
        Depositor and the Master Servicer.

       

      FNMA:  The
        Federal National Mortgage Association, a federally chartered and privately
        owned
        corporation organized and existing under the Federal National Mortgage
        Association Charter Act, or any successor thereto.

       

      Form
        10-D Disclosure Item:  With respect to any Person, any material
        litigation or governmental proceedings pending against such Person, or against
        any of the Trust Fund, the Depositor, the Trustee, the co-trustee, the Master
        Servicer or any Subservicer if such Person has actual knowledge
        thereof.

       

      Form
        10-K Disclosure Item:  With respect to any Person, (a) any Form
        10-D Disclosure Item and (b) any affiliations or relationships between such
        Person and any Item 1119 Party.

       

      Grantor
        Trust:  A trust described in Section 671 of the Code, the items of
        income, deductions and credits of which must be included in computing the
        taxable income and credits of the person treated as the owner of such trust
        (either the grantor or other person designated under the Code).

       

      Group
        1 Senior Certificates:  As specified in the Preliminary
        Statement.

       

      
        
          
          

        

        
          II-10

          
            

          

        

        
          
          

        

      

      Group
        2 Senior Certificates:  As specified in the Preliminary
        Statement.

       

      Index:  With
        respect to any Interest Accrual Period for the COFI Certificates, if any,
        the
        then-applicable index used by the Trustee pursuant to Section 4.07 to determine
        the applicable Pass-Through Rate for such Interest Accrual Period for the
        COFI
        Certificates.

       

      Indirect
        Participant:  A broker, dealer, bank or other financial
        institution or other Person that clears through or maintains a custodial
        relationship with a Depository Participant.

       

      Initial
        Certification:  As defined in Section
        2.02(a)  hereof.

       

      Initial
        Component Balance:  As specified in the Preliminary
        Statement.

       

      Insurance
        Policy:  With respect to any Mortgage Loan included in the Trust
        Fund, any insurance policy, including all riders and endorsements thereto
        in
        effect, including any replacement policy or policies for any Insurance
        Policies.

       

      Insurance
        Proceeds:  Proceeds paid by an insurer pursuant to any Insurance
        Policy, in each case other than any amount included in such Insurance Proceeds
        in respect of Insured Expenses.

       

      Insured
        Expenses:  Expenses covered by an Insurance Policy or any other
        insurance policy with respect to the Mortgage Loans.

       

      Interest
        Accrual Period:  With respect to each Class of Delay Certificates,
        its corresponding Lower Tier REMIC Regular Interest and any Distribution
        Date,
        the calendar month prior to the month of such Distribution Date.  With
        respect to any Class of Non-Delay Certificates, its corresponding Lower Tier
        REMIC Regular Interest and any Distribution Date, the one month period
        commencing on the 25th day of the month preceding the month in which such
        Distribution Date occurs and ending on the 24th day of the month in which
        such
        Distribution Date occurs.

       

      Interest
        Determination Date:  With respect to (a) any Interest Accrual
        Period for any LIBOR Certificates and (b) any Interest Accrual Period for
        the
        COFI Certificates for which the applicable Index is LIBOR, the second Business
        Day prior to the first day of such Interest Accrual Period.

       

      Item
        1119 Party:  The Depositor, any Seller, the Master Servicer, the
        Trustee, any Subservicer, any originator identified in the Prospectus Supplement
        and any other material transaction party, as identified in Exhibit X hereto,
        as
        updated pursuant to Section 11.04.

       

      Latest
        Possible Maturity Date:  The Distribution Date following the third
        anniversary of the scheduled maturity date of the Mortgage Loan having the
        latest scheduled maturity date as of the Cut-off Date.

       

      Lender
        PMI Mortgage Loan:  Certain Mortgage Loans as to which the lender
        (rather than the borrower) acquires the Primary Insurance Policy and charges
        the
        related borrower an interest premium.

       

      LIBOR:  The
        London interbank offered rate for one-month United States dollar deposits
        calculated in the manner described in Section 4.08.

       

      LIBOR
        Certificates:  As specified in the Preliminary
        Statement.

       

      
        
          
          

        

        
          II-11

          
            

          

        

        
          
          

        

      

      Limited
        Exchange Act Reporting Obligations:  The obligations of the Master
        Servicer under Section 3.16(b), Section 6.02 and Section 6.04 with respect
        to
        notice and information to be provided to the Depositor and Article XI (except
        Section 11.07(a)(1) and (2)).

       

      Liquidated
        Mortgage Loan:  With respect to any Distribution Date, a defaulted
        Mortgage Loan (including any REO Property) which was liquidated in the calendar
        month preceding the month of such Distribution Date and as to which the Master
        Servicer has determined (in accordance with this Agreement) that it has received
        all amounts it expects to receive in connection with the liquidation of such
        Mortgage Loan, including the final disposition of an REO Property.

       

      Liquidation
        Proceeds:  Amounts, including Insurance Proceeds, received in
        connection with the partial or complete liquidation of defaulted Mortgage
        Loans,
        whether through trustee’s sale, foreclosure sale or otherwise or amounts
        received in connection with any condemnation or partial release of a Mortgaged
        Property and any other proceeds received in connection with an REO Property,
        less the sum of related unreimbursed Master Servicing Fees, Servicing Advances
        and Advances.

       

      Loan
        Group:  Any of Loan Group 1 or Loan Group 2, as
        applicable.

       

      Loan
        Group 1:  All Mortgage Loans identified as Loan Group 1 Mortgage
        Loans on the Mortgage Loan Schedule.

       

      Loan
        Group 2:  All Mortgage Loans identified as Loan Group 2 Mortgage
        Loans on the Mortgage Loan Schedule.

       

      Loan
        Group Principal Balance:  As to any Distribution Date and Loan
        Group, the aggregate Stated Principal Balance of the Mortgage Loans in that
        Loan
        Group as of the Due Date in the month preceding the month of the Distribution
        Date (after giving effect to Principal Prepayments received in the Prepayment
        Period related to such prior Due Date).

       

      Loan-to-Value
        Ratio:  With respect to any Mortgage Loan and as to any date of
        determination, the fraction (expressed as a percentage) the numerator of
        which
        is the principal balance of the related Mortgage Loan at such date of
        determination and the denominator of which is the Appraised Value of the
        related
        Mortgaged Property.

       

      Lost
        Mortgage Note:  Any Mortgage Note the original of which was
        permanently lost or destroyed and has not been replaced.

       

      Maintenance:  With
        respect to any Cooperative Unit, the rent paid by the Mortgagor to the
        Cooperative Corporation pursuant to the Proprietary Lease.

       

      Majority
        in Interest:  As to any Class of Regular Certificates, the
        Holders of Certificates of such Class evidencing, in the aggregate, at
        least 51% of the Percentage Interests evidenced by all Certificates of such
        Class.

       

      Master
        REMIC:  As described in the Preliminary Statement.

       

      Master
        Servicer:  Countrywide Home Loans Servicing LP, a Texas limited
        partnership, and its successors and assigns, in its capacity as master servicer
        hereunder.

       

      Master
        Servicer Advance Date:  As to any Distribution Date, 12:30 p.m.
        Pacific time on the Business Day immediately preceding such Distribution
        Date.

       

      
        
          
          

        

        
          II-12

          
            

          

        

        
          
          

        

      

      Master
        Servicing Fee:  As to each Mortgage Loan and any Distribution
        Date, an amount payable out of each full payment of interest received on
        such
        Mortgage Loan and equal to one-twelfth of the Master Servicing Fee Rate
multiplied by the Stated Principal Balance of such Mortgage Loan as of
        the Due Date in the month preceding the month of such Distribution Date,
        subject
        to reduction as provided in Section 3.14.

       

      Master
        Servicing Fee Rate:  With respect to each Mortgage Loan, the per
        annum rate set forth on the Mortgage Loan Schedule.

       

      MERS:  Mortgage
        Electronic Registration Systems, Inc., a corporation organized and existing
        under the laws of the State of Delaware, or any successor thereto.

       

      MERS
        Mortgage Loan:  Any Mortgage Loan registered with MERS on the MERS
        System.

       

      MERS
®
        System:  The system of recording transfers of mortgages
        electronically maintained by MERS.

       

      MIN:  The
        Mortgage Identification Number for any MERS Mortgage Loan.

       

      MOM
        Loan:  Any Mortgage Loan as to which MERS is acting as mortgagee,
        solely as nominee for the originator of such Mortgage Loan and its successors
        and assigns.

       

      Monthly
        Statement:  The statement delivered to the Certificateholders
        pursuant to Section 4.06.

       

      Moody’s:  Moody’s
        Investors Service, Inc., or any successor thereto.  If Moody’s is
        designated as a Rating Agency in the Preliminary Statement, for purposes
        of
        Section 10.05(b) the address for notices to Moody’s shall be Moody’s Investors
        Service, Inc., 99 Church Street, New York, New York 10007, Attention:
        Residential Pass-Through Monitoring, or such other address as Moody’s may
        hereafter furnish to the Depositor or the Master Servicer.

       

      Mortgage:  The
        mortgage, deed of trust or other instrument creating a first lien on an estate
        in fee simple or leasehold interest in real property securing a Mortgage
        Note.

       

      Mortgage
        File:  The mortgage documents listed in Section 2.01 hereof
        pertaining to a particular Mortgage Loan and any additional documents delivered
        to the Trustee to be added to the Mortgage File pursuant to this
        Agreement.

       

      Mortgage
        Loans:  Such of the mortgage loans as from time to time are
        transferred and assigned to the Trustee pursuant to the provisions hereof
        and
        that are held as a part of the Trust Fund (including any REO Property), the
        mortgage loans so held being identified in the Mortgage Loan Schedule,
        notwithstanding foreclosure or other acquisition of title of the related
        Mortgaged Property.

       

      Mortgage
        Loan Schedule:  The list of Mortgage Loans (as from time to time
        amended by the Master Servicer to reflect the addition of Substitute Mortgage
        Loans and the deletion of Deleted Mortgage Loans pursuant to the provisions
        of
        this Agreement) transferred to the Trustee as part of the Trust Fund and
        from
        time to time subject to this Agreement, attached hereto as Schedule I, setting
        forth the following information with respect to each Mortgage Loan by Loan
        Group:

       

      
        	
                (i)  

              	
                the
                  loan number;

              


      

       

      
        
          
          

        

        
          II-13

          
            

          

        

        
          
          

        

      

      
        	
                (ii)  

              	
                the
                  Mortgagor’s name and the street address of the Mortgaged Property,
                  including the zip code;

              


      

       

      
        	
                (iii)  

              	
                the
                  maturity date;

              


      

       

      
        	
                (iv)  

              	
                the
                  original principal balance;

              


      

       

      
        	
                (v)  

              	
                the
                  Cut-off Date Principal Balance;

              


      

       

      
        	
                (vi)  

              	
                the
                  first payment date of the Mortgage
                  Loan;

              


      

       

      
        	
                (vii)  

              	
                the
                  Scheduled Payment in effect as of the Cut-off
                  Date;

              


      

       

      
        	
                (viii)  

              	
                the
                  Loan-to-Value Ratio at origination;

              


      

       

      
        	
                (ix)  

              	
                a
                  code indicating whether the residential dwelling at the time of
                  origination was represented to be
                  owner-occupied;

              


      

       

      
        	
                (x)  

              	
                a
                  code indicating whether the residential dwelling is either (a)
                  a detached
                  single family dwelling (b) a dwelling in a de minimis PUD, (c)
                  a
                  condominium unit or PUD (other than a de minimis PUD), (d) a two-
                  to
                  four-unit residential property or (e) a Cooperative
                  Unit;

              


      

       

      
        	
                (xi)  

              	
                the
                  Mortgage Rate;

              


      

       

      
        	
                (xii)  

              	
                a
                  code indicating whether the Mortgage Loan is a Countrywide Mortgage
                  Loan,
                  a Park Granada Mortgage Loan, a Park Monaco Mortgage Loan or a
                  Park Sienna
                  Mortgage Loan;

              


      

       

      
        	
                (xiii)  

              	
                a
                  code indicating whether the Mortgage Loan is a Lender PMI Mortgage
                  Loan
                  and, in the case of any Lender PMI Mortgage Loan, a percentage
                  representing the amount of the related interest premium charged
                  to the
                  borrower;

              


      

       

      
        	
                (xiv)  

              	
                the
                  purpose for the Mortgage Loan;

              


      

       

      
        	
                (xv)  

              	
                the
                  type of documentation program pursuant to which the Mortgage Loan
                  was
                  originated;

              


      

       

      
        	
                (xvi)  

              	
                the
                  direct servicer as of the Cut-off Date and the Master Servicing
                  Fee
                  Rate;

              


      

       

      
        	
                (xvii)  

              	
                a
                  code indicating whether the Mortgage Loan is a MERS Mortgage
                  Loan;

              


      

       

      
        	
                (xviii)  

              	
                a
                  code indicating the type of Prepayment
                  Charge;

              


      

       

      
        	
                (xix)  

              	
                the
                  state of origination of the related Mortgage Loan;
                  and

              


      

       

      
        	
                (xx)  

              	
                the
                  related Prepayment Charge Period.

              


      

       

      Such
        schedule shall also set forth the total of the amounts described under (iv)
        and
        (v) above for all of the Mortgage Loans and for each Loan Group.

       

      
        
          
          

        

        
          II-14

          
            

          

        

        
          
          

        

      

      The
        Mortgage Loan Schedule shall be amended from time to time by the Master Servicer
        in accordance with the provisions of this Agreement and a copy of each amendment
        to the Mortgage Loan Schedule related to clauses (xviii), (xix) and (xx)
        thereof
        shall be furnished by the Master Servicer to the Class P
        Certificateholders.

       

      Mortgage
        Note:  The original executed note or other evidence of
        indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage
        Loan.

       

      Mortgage
        Rate:  The annual rate of interest borne by a Mortgage Note from
        time to time, net of any interest premium charged by the mortgagee to obtain
        or
        maintain any Primary Insurance Policy.

       

      Mortgaged
        Property:  The underlying property securing a Mortgage Loan,
        which, with respect to a Cooperative Loan, is the related Coop Shares and
        Proprietary Lease.

       

      Mortgagor:  The
        obligor(s) on a Mortgage Note.

       

      National
        Cost of Funds Index:  The National Monthly Median Cost of Funds
        Ratio to SAIF-Insured Institutions published by the Office of Thrift
        Supervision.

       

      Net
        Prepayment Interest Shortfalls:  As to any Distribution Date and
        Loan Group, the amount by which the aggregate of the Prepayment Interest
        Shortfalls for such Loan Group exceeds an amount equal to the sum of (a)
        the
        Compensating Interest for such Loan Group and Distribution Date and (b) the
        excess, if any, of the Compensating Interest for the other Loan Group for
        such
        Distribution Date over the Prepayment Interest Shortfalls experienced by
        the
        Mortgage Loans in such other Loan Group.

       

      Non-Delay
        Certificates:  As specified in the Preliminary
        Statement.

       

      Non-Discount
        Mortgage Loan:  Any Mortgage Loan in a Loan Group with an Adjusted
        Net Mortgage Rate that is greater than or equal to the Required Coupon for
        such
        Loan Group.

       

      Non-PO
        Formula Principal Amount:  As to any Distribution Date and Loan
        Group, the sum of (i) the applicable Non-PO Percentage of (a) the principal
        portion of each Scheduled Payment (without giving effect to any reductions
        thereof caused by any Debt Service Reductions or Deficient Valuations) due
        on
        each Mortgage Loan in the related Loan Group on the related Due Date, (b)
        the
        Stated Principal Balance of each Mortgage Loan in the related Loan Group
        that
        was repurchased by a Seller or purchased by the Master Servicer pursuant
        to this
        Agreement as of such Distribution Date, (c) the Substitution Adjustment Amount
        in connection with any Deleted Mortgage Loan in such Loan Group received
        with
        respect to such Distribution Date, (d) any Insurance Proceeds or Liquidation
        Proceeds allocable to recoveries of principal of Mortgage Loans in the related
        Loan Group that are not yet Liquidated Mortgage Loans received during the
        calendar month preceding the month of such Distribution Date, (e) with respect
        to each Mortgage Loan in a Loan Group that became a Liquidated Mortgage Loan
        during the calendar month preceding the month of such Distribution Date,
        the
        amount of the Liquidation Proceeds allocable to principal received during
        the
        calendar month preceding the month of such Distribution Date with respect
        to
        such Mortgage Loan and (f) all Principal Prepayments for such Loan Group
        received during the related Prepayment Period and (ii) (A) any Subsequent
        Recoveries for such Loan Group received during the calendar month preceding
        the
        month of such Distribution Date, or (B) with respect to Subsequent Recoveries
        attributable to a Discount Mortgage Loan in such Loan Group which incurred
        a
        Realized Loss after the Senior Credit Support Depletion Date, the Non-PO
        Percentage of any Subsequent Recoveries received during the calendar month
        preceding the month of such Distribution Date.

       

      
        
          
          

        

        
          II-15

          
            

          

        

        
          
          

        

      

      Non-PO
        Percentage:  As to any Discount Mortgage Loan in a Loan Group, a
        fraction (expressed as a percentage) the numerator of which is the Adjusted
        Net
        Mortgage Rate of such Discount Mortgage Loan and the denominator of which
        is the
        Required Coupon for such Loan Group.  As to any Non-Discount Mortgage
        Loan, 100%.

       

      Non-PO
        Pool Balance:  As to any Loan Group and any Due Date, the excess,
        if any, of (i) the aggregate Stated Principal Balance of all Mortgage Loans
        in
        the related Loan Group over (ii) the sum of the PO Percentage of the Stated
        Principal Balance of each Discount Mortgage Loan in that Loan
        Group.

       

      Nonrecoverable
        Advance:  Any portion of an Advance previously made or proposed to
        be made by the Master Servicer that, in the good faith judgment of the Master
        Servicer, will not be ultimately recoverable by the Master Servicer from
        the
        related Mortgagor, related Liquidation Proceeds, Subsequent Recoveries or
        otherwise.

       

      Notice
        of Final Distribution:  The notice to be provided pursuant to
        Section 9.02 to the effect that final distribution on any of the Certificates
        shall be made only upon presentation and surrender thereof.

       

      Notional
        Amount:  With respect to any Distribution Date and:

       

      (i)
        the
        Class 1-X Certificates, an amount equal to the aggregate of the Stated Principal
        Balances of the Non-Discount Mortgage Loans in Loan Group 1 as of the Due
        Date
        in the preceding calendar month (after giving effect to Principal Prepayments
        received in the Prepayment Period related to such Due Date); and

       

      (iv)
        the
        Class 2-X Certificates, an amount equal to the aggregate of the Stated Principal
        Balances of the Non-Discount Mortgage Loans in Loan Group 2 as of the Due
        Date
        in the preceding calendar month (after giving effect to Principal Prepayments
        received in the Prepayment Period related to such Due Date).

       

      Notional
        Amount Certificates:  As specified in the Preliminary
        Statement.

       

      Offered
        Certificates:  As specified in the Preliminary
        Statement.

       

      Officer’s
        Certificate:  A certificate (i) in the case of the Depositor,
        signed by the Chairman of the Board, the Vice Chairman of the Board, the
        President, a Managing Director, a Vice President (however denominated), an
        Assistant Vice President, the Treasurer, the Secretary, or one of the Assistant
        Treasurers or Assistant Secretaries of the Depositor, (ii) in the case of
        the
        Master Servicer, signed by the President, an Executive Vice President, a
        Vice
        President, an Assistant Vice President, the Treasurer, or one of the Assistant
        Treasurers or Assistant Secretaries of Countrywide GP, Inc., its general
        partner, (iii) if provided for in this Agreement, signed by a Servicing Officer,
        as the case may be, and delivered to the Depositor and the Trustee, as the
        case
        may be, as required by this Agreement or (iv) in the case of any other Person,
        signed by an authorized officer of such Person..

       

      Opinion
        of Counsel:  A written opinion of counsel, who may be counsel for
        a Seller, the Depositor or the Master Servicer, including, in-house counsel,
        reasonably acceptable to the Trustee; provided, however, that with respect
        to
        the interpretation or application of the REMIC Provisions, such counsel must
        (i)
        in fact be independent of a Seller, the Depositor and the Master Servicer,
        (ii)
        not have any direct financial interest in a Seller, the Depositor or the
        Master
        Servicer or in any affiliate thereof, and 

       

       

      
        
          
          

        

        
          II-16

          
            

          

        

        
          
          

        

      

       

      (iii)
        not
        be connected with a Seller, the Depositor or the Master Servicer as an officer,
        employee, promoter, underwriter, trustee, partner, director or person performing
        similar functions.

       

      Optional
        Termination:  The termination of the trust created hereunder in
        connection with the purchase of the Mortgage Loans pursuant to Section 9.01(a)
        hereof.

       

      Original
        Applicable Credit Support Percentage:  With respect to each of the
        following Classes of Certificates, the corresponding percentage described
        below,
        as of the Closing Date:

       

      
        	 	 
	
                Class
                  M

              	
                7.80%

              
	
                Class
                  B-1

              	
                4.85%

              
	
                Class
                  B-2

              	
                3.30%

              
	
                Class
                  B-3

              	
                2.40%

              
	
                Class
                  B-4

              	
                1.40%

              
	
                Class
                  B-5

              	
                0.85%

              
	 	 


      

      Original
        Mortgage Loan:  The mortgage loan refinanced in connection with
        the origination of a Refinancing Mortgage Loan.

       

      Original
        Subordinate Principal Balance:  On or prior to a Senior
        Termination Date, the Subordinated Percentage for a Loan Group of the aggregate
        of the applicable Non-PO Percentage of the Stated Principal Balance of each
        Mortgage Loan in such Loan Group, in each case as of the Cut-off Date; or
        if
        such date is after a Senior Termination Date, the aggregate Class Certificate
        Balance of the Subordinated Certificates as of the Closing Date.

       

      OTS:  The
        Office of Thrift Supervision.

       

      Outside
        Reference Date:  As to any Interest Accrual Period for the COFI
        Certificates, the close of business on the tenth day thereof.

       

      Outstanding:  With
        respect to the Certificates as of any date of determination, all Certificates
        theretofore executed and authenticated under this Agreement except:

       

      (i)  Certificates
        theretofore canceled by the Trustee or delivered to the Trustee for
        cancellation; and

       

      (ii)  Certificates
        in exchange for which or in lieu of which other Certificates have been executed
        and delivered by the Trustee pursuant to this Agreement.

       

      Outstanding
        Mortgage Loan:  As of any Due Date, a Mortgage Loan with a Stated
        Principal Balance greater than zero, which was not the subject of a Principal
        Prepayment in Full prior to such Due Date or during the Prepayment Period
        related to such Due Date and which did not become a Liquidated Mortgage Loan
        prior to such Due Date.

       

      Overcollateralized
        Group:  As defined in Section 4.05.

       

      Ownership
        Interest:  As to any Residual Certificate, any ownership interest
        in such Certificate including any interest in such Certificate as the Holder
        thereof and any other interest therein, whether direct or indirect, legal
        or
        beneficial.

       

      
        
          
          

        

        
          II-17

          
            

          

        

        
          
          

        

      

      Park
        Granada:  Park Granada LLC, a Delaware limited liability company,
        and its successors and assigns, in its capacity as the seller of the Park
        Granada Mortgage Loans to the Depositor.

       

      Park
        Granada Mortgage Loans:  The Mortgage Loans identified as such on
        the Mortgage Loan Schedule for which Park Granada is the applicable
        Seller.

       

      Park
        Monaco:  Park Monaco Inc., a Delaware corporation, and its
        successors and assigns, in its capacity as the seller of the Park Monaco
        Mortgage Loans to the Depositor.

       

      Park
        Monaco Mortgage Loans:  The Mortgage Loans identified as such on
        the Mortgage Loan Schedule for which Park Monaco is the applicable
        Seller.

       

      Park
        Sienna:  Park Sienna LLC, a Delaware limited liability company,
        and its successors and assigns, in its capacity as the seller of the Park
        Sienna
        Mortgage Loans to the Depositor.

       

      Park
        Sienna Mortgage Loans:  The Mortgage Loans identified as such on
        the Mortgage Loan Schedule for which Park Sienna is the applicable
        Seller.

       

      Pass-Through
        Rate:  For any interest bearing Class of Certificates or
        Component, the per annum rate set forth or calculated in the manner described
        in
        the Preliminary Statement.

       

      Percentage
        Interest:  As to any Certificate, the percentage interest
        evidenced thereby in distributions required to be made on the related Class,
        such percentage interest being set forth on the face thereof or equal to
        the
        percentage obtained by dividing the Denomination of such Certificate by the
        aggregate of the Denominations of all Certificates of the same
        Class.

       

      Performance
        Certification:  As defined in Section 11.05.

       

      Permitted
        Investments:  At any time, any one or more of the following
        obligations and securities:

       

      
        	
                (i)  

              	
                obligations
                  of the United States or any agency thereof, provided such obligations
                  are
                  backed by the full faith and credit of the United
                  States;

              


      

       

      
        	
                (ii)  

              	
                general
                  obligations of or obligations guaranteed by any state of the United
                  States
                  or the District of Columbia receiving the highest long-term debt
                  rating of
                  each Rating Agency, or such lower rating as will not result in
                  the
                  downgrading or withdrawal of the ratings then assigned to the Certificates
                  by such Rating Agency;

              


      

       

      
        	
                (iii)  

              	
                commercial
                  or finance company paper which is then receiving the highest commercial
                  or
                  finance company paper rating of each Rating Agency, or such lower
                  rating
                  as will not result in the downgrading or withdrawal of the ratings
                  then
                  assigned to the Certificates by such Rating
                  Agency;

              


      

       

      
        	
                (iv)  

              	
                certificates
                  of deposit, demand or time deposits, or bankers’ acceptances issued by any
                  depository institution or trust company incorporated under the
                  laws of the
                  United States or of any state thereof and subject to supervision
                  and
                  examination by federal and/or state banking authorities, provided
                  that the
                  commercial paper and/or long term unsecured debt obligations of
                  such
                  depository institution or trust company (or in the case of the
                  principal
                  depository institution in a holding


              


      

       

       

      
        
          
          

        

        
          II-18

          
            

          

        

        
          
          

        

      

      
         

        
          	
                   

                	
                  company
                    system, the commercial paper or long-term unsecured debt obligations
                    of
                    such holding company, but only if Moody’s is not a Rating Agency) are then
                    rated one of the two highest long-term and the highest short-term
                    ratings
                    of each Rating Agency for such securities, or such lower ratings
                    as will
                    not result in the downgrading or withdrawal of the rating then
                    assigned to
                    the Certificates by such Rating
                    Agency;

                


        

         

      

      
        	
                (v)  

              	
                repurchase
                  obligations with respect to any security described in clauses (i)
                  and (ii)
                  above, in either case entered into with a depository institution
                  or trust
                  company (acting as principal) described in clause (iv)
                  above;

              


      

       

      
        	
                (vi)  

              	
                units
                  of a taxable money-market portfolio having the highest rating assigned
                  by
                  each Rating Agency (except if Fitch is a Rating Agency and has
                  not rated
                  the portfolio, the highest rating assigned by Moody’s) and restricted to
                  obligations issued or guaranteed by the United States of America
                  or
                  entities whose obligations are backed by the full faith and credit
                  of the
                  United States of America and repurchase agreements collateralized
                  by such
                  obligations; and

              


      

       

      
        	
                (vii)  

              	
                such
                  other relatively risk free investments bearing interest or sold
                  at a
                  discount acceptable to each Rating Agency as will not result in
                  the
                  downgrading or withdrawal of the rating then assigned to the Certificates
                  by either Rating Agency, as evidenced by a signed writing delivered
                  by
                  such Rating Agency

              


      

       

      provided,
        that no such instrument shall be a Permitted Investment if such instrument
        evidences the right to receive interest only payments with respect to the
        obligations underlying such instrument.

       

      Permitted
        Transferee:  Any person other than (i) the United States, any
        State or political subdivision thereof, or any agency or instrumentality
        of any
        of the foregoing, (ii) a foreign government, International Organization or
        any
        agency or instrumentality of either of the foregoing, (iii) an organization
        (except certain farmers’ cooperatives described in section 521 of the Code)
        which is exempt from tax imposed by Chapter 1 of the Code (including the
        tax
        imposed by section 511 of the Code on unrelated business taxable income)
        on any
        excess inclusions (as defined in section 860E(c)(l) of the Code) with respect
        to
        any Residual Certificate, (iv) rural electric and telephone cooperatives
        described in section 1381(a)(2)(C) of the Code, (v)  an “electing
        large partnership” as defined in Section 775 of the Code, (vi) a Person that is
        not a citizen or resident of the United States, a corporation, partnership,
        or
        other entity created or organized in or under the laws of the United States,
        any
        State thereof or the District of Columbia, or an estate or trust whose income
        from sources without the United States is includible in gross income for
        United
        States federal income tax purposes regardless of its connection with the
        conduct
        of a trade or business within the United States or a trust if a court within
        the
        United States is able to exercise primary supervision over the administration
        of
        the trust and one or more United States persons have the authority to control
        all substantial decisions of the trust unless such Person has furnished the
        transferor and the Trustee with a duly completed Internal Revenue Service
        Form
        W-8ECI or any applicable successor form, and (vii) any other Person so
        designated by the Depositor based upon an Opinion of Counsel that the Transfer
        of an Ownership Interest in a Residual Certificate to such Person may cause
        any
        REMIC hereunder to fail to qualify as a REMIC at any time that the Certificates
        are outstanding.  The terms “United States,” “State” and
“International Organization” shall have the meanings set forth in section 7701
        of the Code or successor provisions.  A corporation will not be
        treated as an instrumentality of the United States or of any State or political
        subdivision thereof for these purposes if all of its activities are subject
        to
        tax and, with the exception of the Federal Home Loan Mortgage Corporation,
        a
        majority of its board of directors is not selected by such government
        unit.

       

      
        
          
          

        

        
          II-19

          
            

          

        

        
          
          

        

      

      Person:  Any
        individual, corporation, partnership, joint venture, limited liability company,
        association, joint-stock company, trust, unincorporated organization or
        government, or any agency or political subdivision thereof.

       

      Physical
        Certificate:  As specified in the Preliminary
        Statement.

       

      Plan:  An
        “employee benefit plan” as defined in section 3(3) of ERISA that is subject to
        Title I of ERISA, a “plan” as defined in section 4975 of the Code that is
        subject to section 4975 of the Code, or any Person investing on behalf of
        or
        with plan assets (as defined in 29 CFR §2510.3-101 or otherwise under ERISA) of
        such an employee benefit plan or plan.

       

      Planned
        Balance:  With respect to any group of Planned Principal Classes
        or Components in the aggregate and any Distribution Date appearing in Schedule
        V
        hereto, the Aggregate Planned Balance for such group and Distribution
        Date.  With respect to any other Planned Principal Class or Component
        and any Distribution Date appearing in Schedule V hereto, the applicable
        amount
        appearing opposite such Distribution Date for such Class or
        Component.

       

      Planned
        Principal Classes:  As specified in the Preliminary
        Statement.

       

      PO
        Formula Principal Amount:  As to any Distribution Date and a Class
        of Class PO Certificates, the sum of (i) the sum of the applicable PO Percentage
        of (a) the principal portion of each Scheduled Payment (without giving effect
        to
        any reductions thereof caused by any Debt Service Reductions or Deficient
        Valuations) due on each Mortgage Loan in the related Loan Group on the related
        Due Date, (b) the Stated Principal Balance of each Mortgage Loan in the related
        Loan Group that was repurchased by the applicable Seller or purchased by
        the
        Master Servicer pursuant to this Agreement as of such Distribution Date,
        (c) the
        Substitution Adjustment Amount in connection with any Deleted Mortgage Loan
        in
        the related Loan Group received with respect to such Distribution Date, (d)
        any
        Insurance Proceeds or Liquidation Proceeds allocable to recoveries of principal
        of Mortgage Loans in the related Loan Group that are not yet Liquidated Mortgage
        Loans received during the calendar month preceding the month of such
        Distribution Date, (e) with respect to each Mortgage Loan in the related
        Loan
        Group that became a Liquidated Mortgage Loan during the calendar month preceding
        the month of such Distribution Date, the amount of Liquidation Proceeds
        allocable to principal received with respect to such Mortgage Loan during
        the
        calendar month preceding the month of such Distribution Date with respect
        to
        such Mortgage Loan, and (f) all Principal Prepayments with respect to the
        Mortgage Loans in the related Loan Group received during the related Prepayment
        Period, and (ii) with respect to Subsequent Recoveries attributable to a
        Discount Mortgage Loan in the related Loan Group which incurred a Realized
        Loss
        after the Senior Credit Support Depletion Date, the PO Percentage of any
        such
        Subsequent Recoveries on the Mortgage Loans in such Loan Group received during
        the calendar month preceding the month of such Distribution Date.

       

      PO
        Percentage:  As to any Discount Mortgage Loan in a Loan Group, a
        fraction (expressed as a percentage) the numerator of which is the excess
        of the
        Required Coupon for such Loan Group over the Adjusted Net Mortgage Rate of
        such
        Discount Mortgage Loan and the denominator of which is such Required
        Coupon.  As to any Non-Discount Mortgage Loan, 0%.

       

      Pool
        Stated Principal Balance:  As of any date of determination, the
        aggregate of the Stated Principal Balances of the Outstanding Mortgage
        Loans.

       

      Prepayment
        Charge:  With respect to any Mortgage Loan, the charges or
        premiums, if any, due in connection with a full or partial Principal Prepayment
        of such Mortgage Loan within the related Prepayment Charge Period in accordance
        with the terms thereof.

       

      
        
          
          

        

        
          II-20

          
            

          

        

        
          
          

        

      

      Prepayment
        Charge Amount:  As to any Distribution Date, the sum of the
        Prepayment Charges collected on the Mortgage Loans during the related Prepayment
        Period and any amounts in respect of such Mortgage Loans paid pursuant to
        Section 3.19 for such Distribution Date.

       

      Prepayment
        Charge Period:  With respect to any Mortgage Loan, the period of
        time during which a Prepayment Charge may be imposed.

       

      Prepayment
        Interest Excess:  As to any Principal Prepayment received by
        Countrywide Home Loans Servicing LP from the first day through the fifteenth
        day
        of any calendar month (other than the calendar month in which the Cut-off
        Date
        occurs), all amounts paid by the related Mortgagor in respect of interest
        on
        such Principal Prepayment.  All Prepayment Interest Excess shall be
        paid to the Master Servicer as additional master servicing
        compensation.

       

      Prepayment
        Interest Shortfall:  As to any Distribution Date, Mortgage Loan
        and Principal Prepayment received (a) by Countrywide Home Loans Servicing
        LP on
        or after the sixteenth day of the month preceding the month of such Distribution
        Date (or, in the case of the first Distribution Date, on or after May 1,
        2007)
        and on or before the last day of the month preceding the month of such
        Distribution Date or (b) by any other servicer during the month preceding
        the
        month of such Distribution Date, the amount, if any, by which one month’s
        interest at the related Mortgage Rate, net of the Master Servicing Fee Rate,
        on
        such Principal Prepayment exceeds the amount of interest paid in connection
        with
        such Principal Prepayment.

       

      Prepayment
        Period:  As to any Distribution Date and the related Due Date (i)
        with respect to any Mortgage Loan directly serviced by Countrywide Home Loans
        Servicing LP, the period from the 16th day of a calendar month (or, in the
        case
        of the first Distribution Date, from May 1, 2007) through the 15th day of
        the
        following calendar month and (ii) with respect to any other Mortgage Loan,
        the
        calendar month immediately preceding the month of that Distribution
        Date.

       

      Prepayment
        Shift Percentage:  Not applicable.

       

      Primary
        Insurance Policy:  Each policy of primary mortgage guaranty
        insurance or any replacement policy therefor with respect to any Mortgage
        Loan.

       

      Prime
        Rate:  The prime commercial lending rate of The Bank of New York,
        as publicly announced to be in effect from time to time.  The Prime
        Rate shall be adjusted automatically, without notice, on the effective date
        of
        any change in such prime commercial lending rate.  The Prime Rate is
        not necessarily The Bank of New York’s lowest rate of interest.

       

      Principal
        Only Certificates: As specified in the Preliminary Statement.

       

      Principal
        Prepayment:  Any payment of principal by a Mortgagor on a Mortgage
        Loan that is received in advance of its scheduled Due Date and is not
        accompanied by an amount representing scheduled interest due on any date
        or
        dates in any month or months subsequent to the month of
        prepayment.  Partial Principal Prepayments shall be applied by the
        Master Servicer in accordance with the terms of the related Mortgage
        Note.

       

      Principal
        Prepayment in Full:  Any Principal Prepayment made by a Mortgagor
        of the entire principal balance of a Mortgage Loan.

       

      Principal
        Relocation Payment:  A payment from any Loan Group to an Lower
        Tier REMIC Regular Interest other than a Regular Interest corresponding to
        that Loan Group as provided in 

       

      
        
          
          

        

        
          II-21

          
            

          

        

        
          
          

        

      

       

      the
        Preliminary Statement.  Principal Relocation Payments from a Loan
        Group shall be made of the amounts in respect of principal from the Mortgage
        Loans of the Loan Group and shall include a proportionate allocation of the
        Realized Losses from the Mortgage Loans of the Loan Group.

       

      Principal
        Reserve Fund:  A separate Eligible Account created and maintained
        by the Trustee pursuant to Section 3.05(j) with a depository institution
        in the
        name of the Trustee for the benefit of the Class P Certificateholders specified
        in Section 3.05(j) and designated “The Bank of New York, Principal Reserve Fund
        in trust for registered holders of CWALT 2007-J2 Alternative Loan Trust,
        Mortgage Pass-Through Certificates, Series 2007-J2, Class P”.

       

      Priority
        Amount:  As to any Distribution Date, an amount equal to the sum
        of (i) the product of (A) the Scheduled Principal Distribution Amount for
        Loan
        Group 2, (B) the Shift Percentage and (C) the Group 2 Priority Percentage
        and
        (ii) the product of (A) the Unscheduled Principal Distribution Amount for
        Loan
        Group 2, (B) the Shift Percentage and (C) the Group 2 Priority
        Percentage.

       

      Priority
        Percentage:  As to any Distribution Date, the percentage
        equivalent of a fraction, the numerator of which is the Class Certificate
        Balance of the Class 2-A-5 Certificates immediately prior to such Distribution
        Date and the denominator of which is the aggregate of the applicable Non-PO
        Percentage of the Stated Principal Balance of each Mortgage Loan in Loan
        Group 2
        as of the Due Date in the month preceding the month of such Distribution
        Date
        (after giving effect to Principal Prepayments received in the Prepayment
        Period
        related to that prior Due Date).

       

      Private
        Certificate:  As specified in the Preliminary
        Statement.

       

      Pro
        Rata Share:  As to any Distribution Date, the Subordinated
        Principal Distribution Amount and any Class of Subordinated Certificates,
        the
        portion of the Subordinated Principal Distribution Amount allocable to such
        Class, equal to the product of the Subordinated Principal Distribution Amount
        on
        such Distribution Date and a fraction, the numerator of which is the related
        Class Certificate Balance thereof and the denominator of which is the
        aggregate of the Class Certificate Balances of the Subordinated
        Certificates.

       

      Proprietary
        Lease: With respect to any Cooperative Unit, a lease or occupancy agreement
        between a Cooperative Corporation and a holder of related Coop
        Shares.

       

      Prospectus:  The
        Prospectus dated April 26, 2007 generally relating to the mortgage pass-through
        certificates to be sold by the Depositor.

       

      Prospectus
        Supplement:  The Prospectus Supplement, dated May 29, 2007,
        relating to the Offered Certificates as supplemented by the supplement to
        the
        Prospectus Supplement dated May 30, 2007.

       

      PUD:  Planned
        Unit Development.

       

      Purchase
        Price:  With respect to any Mortgage Loan required to be purchased
        by a Seller pursuant to Section 2.02 or 2.03 hereof or purchased at the
        option of the Master Servicer pursuant to Section 3.11, an amount equal to
        the sum of (i) 100% of the unpaid principal balance of the Mortgage Loan on
        the date of such purchase, (ii) accrued interest thereon at the applicable
        Mortgage Rate (or at the applicable Adjusted Mortgage Rate if (x) the
        purchaser is the Master Servicer or (y) if the purchaser is Countrywide and
        Countrywide is an affiliate of the Master Servicer) from the date through
        which
        interest was last paid by the Mortgagor to the Due Date in the month in which
        the Purchase Price is to be distributed to Certificateholders and (iii) costs
        and damages incurred by the Trust Fund in connection with 

       

      
        
          
          

        

        
          II-22

          
            

          

        

        
          
          

        

      

       

      a
        repurchase pursuant to Section 2.03 hereof that arises out of a violation
        of any
        predatory or abusive lending law with respect to the related Mortgage
        Loan.

       

      Qualified
        Insurer:  A mortgage guaranty insurance company duly qualified as
        such under the laws of the state of its principal place of business and each
        state having jurisdiction over such insurer in connection with the insurance
        policy issued by such insurer, duly authorized and licensed in such states
        to
        transact a mortgage guaranty insurance business in such states and to write
        the
        insurance provided by the insurance policy issued by it, approved as a
        FNMA-approved mortgage insurer and having a claims paying ability rating
        of at
        least “AA” or equivalent rating by a nationally recognized statistical rating
        organization.  Any replacement insurer with respect to a Mortgage Loan
        must have at least as high a claims paying ability rating as the insurer
        it
        replaces had on the Closing Date.

       

      Rating
        Agency:  Each of the Rating Agencies specified in the Preliminary
        Statement.  If any such organization or a successor is no longer in
        existence, “Rating Agency” shall be such nationally recognized statistical
        rating organization, or other comparable Person, identified as a rating agency
        under the Underwriter’s Exemption,  as is designated by the Depositor,
        notice of which designation shall be given to the Trustee.  References
        herein to a given rating category of a Rating Agency shall mean such rating
        category without giving effect to any modifiers.

       

      Realized
        Loss:  With respect to each Liquidated Mortgage Loan, an amount
        (not less than zero or more than the Stated Principal Balance of the Mortgage
        Loan) as of the date of such liquidation, equal to (i) the Stated Principal
        Balance of the Liquidated Mortgage Loan as of the date of such liquidation,
        plus
        (ii) interest at the Adjusted Net Mortgage Rate from the Due Date as to which
        interest was last paid or advanced (and not reimbursed) to Certificateholders
        up
        to the Due Date in the month in which Liquidation Proceeds are required to
        be
        distributed on the Stated Principal Balance of such Liquidated Mortgage Loan
        from time to time, minus (iii) the Liquidation Proceeds, if any, received
        during
        the month in which such liquidation occurred, to the extent applied as
        recoveries of interest at the Adjusted Net Mortgage Rate and to principal
        of the
        Liquidated Mortgage Loan.  With respect to each Mortgage Loan which
        has become the subject of a Deficient Valuation, if the principal amount
        due
        under the related Mortgage Note has been reduced, the difference between
        the
        principal balance of the Mortgage Loan outstanding immediately prior to such
        Deficient Valuation and the principal balance of the Mortgage Loan as reduced
        by
        the Deficient Valuation.  With respect to each Mortgage Loan which has
        become the subject of a Debt Service Reduction and any Distribution Date,
        the
        amount, if any, by which the principal portion of the related Scheduled Payment
        has been reduced.

       

      To
        the
        extent the Master Servicer receives Subsequent Recoveries with respect to
        any
        Liquidated Mortgage Loan, the amount of the Realized Loss with respect to
        that
        Mortgage Loan will be reduced by such Subsequent Recoveries.

       

      Recognition
        Agreement: With respect to any Cooperative Loan, an agreement between the
        Cooperative Corporation and the originator of such Mortgage Loan which
        establishes the rights of such originator in the Cooperative
        Property.

       

      Recombination
        Group:  The Class or Classes of Depositable Certificates and the
        related Class or Classes of Exchangeable Certificates included within any
        particular “Recombination” specified in Schedule VII.

       

      Record
        Date:  As to any Distribution Date, the close of business on the
        last Business Day of the month preceding the month in which such Distribution
        Date occurs.

       

      Reference
        Bank:  As defined in Section 4.08(b).

       

      
        
          
          

        

        
          II-23

          
            

          

        

        
          
          

        

      

      Refinancing
        Mortgage Loan:  Any Mortgage Loan originated in connection with
        the refinancing of an existing mortgage loan.

       

      Regular
        Certificates:  As specified in the Preliminary
        Statement.

       

      Regulation
        AB:  Subpart 229.1100 – Asset Backed Securities (Regulation AB),
        17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and
        subject to such clarification and interpretation as have been provided by
        the
        Commission in the adopting release (Asset-Backed Securities, Securities Act
        Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the
        staff
        of the Commission, or as may be provided by the Commission or its staff from
        time to time.

       

      Relief
        Act:  The Servicemembers Civil Relief Act.

       

      Relief
        Act Reductions:  With respect to any Distribution Date and any
        Mortgage Loan as to which there has been a reduction in the amount of interest
        collectible thereon for the most recently ended calendar month as a result
        of
        the application of the Relief Act or any similar state laws, the amount,
        if any,
        by which (i) interest collectible on such Mortgage Loan for the most recently
        ended calendar month is less than (ii) interest accrued thereon for such
        month
        pursuant to the Mortgage Note.

       

      REMIC:  A
        “real estate mortgage investment conduit” within the meaning of section 860D of
        the Code.

       

      REMIC
        Change of Law:  Any proposed, temporary or final regulation,
        revenue ruling, revenue procedure or other official announcement or
        interpretation relating to REMICs and the REMIC Provisions issued after the
        Closing Date.

       

      REMIC
        Provisions:  Provisions of the federal income tax law relating to
        real estate mortgage investment conduits, which appear at sections 860A through
        860G of Subchapter M of Chapter 1 of the Code, and related provisions, and
        regulations promulgated thereunder, as the foregoing may be in effect from
        time
        to time as well as provisions of applicable state laws.

       

      REO
        Property:  A Mortgaged Property acquired by the Trust Fund through
        foreclosure or deed-in-lieu of foreclosure in connection with a defaulted
        Mortgage Loan.

       

      Reportable
        Event:  Any event required to be reported on Form 8-K and, in any
        event, the following:

       

      (a)           entry
        into a definitive agreement related to the Trust Fund, the Certificates or
        the
        Mortgage Loans, or an amendment to a Transaction Document, even if the Depositor
        is not a party to such agreement (e.g., a servicing agreement with a servicer
        contemplated by Item 1108(a)(3) of Regulation AB);

       

      (b)           termination
        of a Transaction Document (other than by expiration of the agreement on its
        stated termination date or as a result of all parties completing their
        obligations under such agreement), even if the Depositor is not a party to
        such
        agreement (e.g., a servicing agreement with a servicer contemplated by Item
        1108(a)(3) of Regulation AB);

       

      (c)           with
        respect to the Master Servicer only, if the Master Servicer becomes aware
        of any
        bankruptcy or receivership with respect to Countrywide, the Depositor, the
        Master Servicer, any Subservicer, the Trustee, any enhancement or support
        provider contemplated by Items 1114(b) or 

       

      
        
          
          

        

        
          II-24

          
            

          

        

        
          
          

        

      

       

       

      1115
        of
        Regulation AB, or any other material party contemplated by Item 1101(d)(1)
        of
        Regulation AB;

       

      (d)           with
        respect to the Trustee, the Master Servicer and the Depositor only, the
        occurrence of an early amortization, performance trigger or other event,
        including an Event of Default under this Agreement;

       

      (e)           the
        resignation, removal, replacement, substitution of the Master Servicer, any
        Subservicer or the Trustee;

       

      (f)           with
        respect to the Master Servicer only, if the Master Servicer becomes aware
        that
        (i) any material enhancement or support specified in Item 1114(a)(1) through
        (3)
        of Regulation AB or Item 1115 of Regulation AB that was previously applicable
        regarding one or more Classes of the Certificates has terminated other than
        by
        expiration of the contract on its stated termination date or as a result
        of all
        parties completing their obligations under such agreement; (ii) any material
        enhancement specified in Item 1114(a)(1) through (3) of Regulation AB or
        Item
        1115 of Regulation AB has been added with respect to one or more Classes
        of the
        Certificates; or (iii) any existing material enhancement or support specified
        in
        Item 1114(a)(1) through (3) of Regulation AB or Item 1115 of Regulation AB
        with
        respect to one or more Classes of the Certificates has been materially amended
        or modified; and

       

      (g)           with
        respect to the Trustee, the Master Servicer and the Depositor only, a required
        distribution to Holders of the Certificates is not made as of the required
        Distribution Date under this Agreement.

       

      Reporting
        Subcontractor:  With respect to the Master Servicer or the
        Trustee, any Subcontractor determined by such Person pursuant to Section
        11.08(b) to be “participating in the servicing function” within the meaning of
        Item 1122 of Regulation AB.  References to a Reporting Subcontractor
        shall refer only to the Subcontractor of such Person and shall not refer
        to
        Subcontractors generally.

       

      Request
        for Release:  The Request for Release submitted by the Master
        Servicer to the Trustee, substantially in the form of Exhibits M and N, as
        appropriate.

       

      Required
        Coupon:  With respect to the Mortgage Loans in Loan Group 1, 6.50%
        per annum and with respect to the Mortgage Loans in Loan Group 2, 6.00% per
        annum.

       

      Required
        Insurance Policy:  With respect to any Mortgage Loan, any
        insurance policy that is required to be maintained from time to time under
        this
        Agreement.

       

      Residual
        Certificates:  As specified in the Preliminary
        Statement.

       

      Responsible
        Officer:  When used with respect to the Trustee, any Vice
        President, any Assistant Vice President, the Secretary, any Assistant Secretary,
        any Trust Officer or any other officer of the Trustee customarily performing
        functions similar to those performed by any of the above designated officers
        and
        also to whom, with respect to a particular matter, such matter is referred
        because of such officer’s knowledge of and familiarity with the particular
        subject.

       

      Restricted
        Classes:  As defined in Section 4.02(e).

       

      
        
          
          

        

        
          II-25

          
            

          

        

        
          
          

        

      

      S&P:  Standard
        & Poor’s, a division of The McGraw-Hill Companies, Inc.  If
        S&P is designated as a Rating Agency in the Preliminary Statement, for
        purposes of Section 10.05(b) the address for notices to S&P shall be
        Standard & Poor’s, 55 Water Street, New York, New York 10041, Attention:
        Mortgage Surveillance Monitoring, or such other address as S&P may hereafter
        furnish to the Depositor and the Master Servicer.

       

      Sarbanes-Oxley
        Certification:  As defined in Section 11.05.

       

      Scheduled
        Balances:  Not applicable.

       

      Scheduled
        Classes:  As specified in the Preliminary Statement.

       

      Scheduled
        Payment:  The scheduled monthly payment on a Mortgage Loan due on
        any Due Date allocable to principal and/or interest on such Mortgage Loan
        which,
        unless otherwise specified herein, shall give effect to any related Debt
        Service
        Reduction and any Deficient Valuation that affects the amount of the monthly
        payment due on such Mortgage Loan.

       

      Scheduled
        Principal Distribution Amount:  As to any Distribution Date, an
        amount equal to the Non-PO Percentage of all amounts described in subclauses
        (a)
        through (d) of clause (i) of the definition of Non-PO Formula Principal Amount
        for such Distribution Date.

       

      Securities
        Act:  The Securities Act of 1933, as amended.

       

      Seller:  Countrywide,
        Park Granada, Park Monaco or Park Sienna, as applicable.

       

      Senior
        Certificate Group:  As specified in the Preliminary
        Statement.

       

      Senior
        Certificates:  As specified in the Preliminary
        Statement.

       

      Senior
        Credit Support Depletion Date:  The date on which the
        Class Certificate Balance of each Class of Subordinated Certificates
        has been reduced to zero.

       

      Senior
        Percentage:  As to any Senior Certificate Group and Distribution
        Date, the percentage equivalent of a fraction, not in excess of 100%, the
        numerator of which is the aggregate Class Certificate Balance of the Senior
        Certificates of such Senior Certificate Group (other than the related Class
        of
        Class PO Certificates and Notional Amount Certificates) immediately prior
        to
        such Distribution Date and the denominator of which is the aggregate of the
        applicable Non-PO Percentage of the Stated Principal Balance of each Mortgage
        Loan in the related Loan Group as of the Due Date occurring in the month
        prior
        to the month of such Distribution Date (after giving effect to Principal
        Prepayments received in the Prepayment Period related to such prior Due Date);
        provided, however, that on any Distribution Date after a Senior Termination
        Date, the Senior Percentage for the Senior Certificates of the remaining
        Senior
        Certificate Group is the percentage equivalent of a fraction, the numerator
        of
        which is the aggregate Class Certificate Balance of the Senior Certificates
        (other than the related Class of Class PO Certificates and Notional Amount
        Certificates) of such remaining Senior Certificate Group immediately prior
        to
        such Distribution Date and the denominator of which is the aggregate Class
        Certificate Balance of all Classes of the Senior and Subordinated Certificates
        (other than the Class PO Certificates and the Notional Amount Certificates),
        immediately prior to such Distribution Date.

       

      Senior
        Prepayment Percentage:  As to a Senior Certificate Group and any
        Distribution Date during the five years beginning on the first Distribution
        Date, 100%.  The Senior Prepayment Percentage for any Distribution
        Date occurring on or after the fifth anniversary of the first Distribution
        

       

       

      
        
          
          

        

        
          II-26

          
            

          

        

        
          
          

        

      

       

      Date
        will, except as provided herein, be as follows: for any Distribution Date
        in the
        first year thereafter, the related Senior Percentage plus 70% of the related
        Subordinated Percentage for such Distribution Date; for any Distribution
        Date in
        the second year thereafter, the related Senior Percentage plus 60% of the
        related Subordinated Percentage for such Distribution Date; for any Distribution
        Date in the third year thereafter, the related Senior Percentage plus 40%
        of the
        related Subordinated Percentage for such Distribution Date; for any Distribution
        Date in the fourth year thereafter, the related Senior Percentage plus 20%
        of
        the related Subordinated Percentage for such Distribution Date; and for any
        Distribution Date thereafter, the related Senior Percentage for such
        Distribution Date (unless on any Distribution Date the Senior Percentage
        exceeds
        the initial Senior Percentage of such Senior Certificate Group, in which
        case
        the Senior Prepayment Percentage for each Senior Certificate Group for such
        Distribution Date will once again equal 100%).  Notwithstanding the
        foregoing, no decrease in any Senior Prepayment Percentage will occur unless
        both of the Senior Step Down Conditions are satisfied with respect to all
        of the
        Loan Groups.

       

      Senior
        Principal Distribution Amount:  As to any Distribution Date and
        Senior Certificate Group, the sum of (i) the sum of the related Senior
        Percentage of the applicable Non-PO Percentage of all amounts described in
        subclauses (a) through (d) of clause (i) of the definition of “Non-PO Formula
        Principal Amount” with respect to the related Loan Group for such Distribution
        Date, (ii) with respect to any Mortgage Loan in the related Loan Group that
        became a Liquidated Mortgage Loan during the calendar month preceding the
        month
        of such Distribution Date, the lesser of (x) the related Senior Percentage
        of
        the applicable Non-PO Percentage of the Stated Principal Balance of such
        Mortgage Loan and (y) the related Senior Prepayment Percentage of the applicable
        Non-PO Percentage of the amount of the Liquidation Proceeds allocable to
        principal received with respect to the Mortgage Loan and (iii) the sum of
        (x)
        the related Senior Prepayment Percentage of the applicable Non-PO Percentage
        of
        the amounts described in subclause (f) of clause (i) of the definition of
        “Non-PO Formula Principal Amount” with respect to the related Loan Group for
        such Distribution Date plus (y) the related Senior Prepayment Percentage
        of any
        Subsequent Recoveries described in clause (ii) of the definition of “Non-PO
        Formula Principal Amount” for such Distribution Date ; provided, however, on any
        Distribution Date after a Senior Termination Date, the Senior Principal
        Distribution Amount for the remaining Senior Certificate Group will be
        calculated pursuant to the above formula based on all the Mortgage Loans
        in the
        Mortgage Pool, as opposed to the Mortgage Loans in the related Loan Group
        and,
        if such Distribution Date is a Senior Termination Date, shall be reduced
        by the
        amount of the principal distribution made pursuant to (a) if the Group 1
        Senior
        Certificates are reduced to zero on such date, Section 4.02(a)(1)(iv)(y)
        and (b)
        if the Group 2 Senior Certificates are reduced to zero on such date, Section
        4.02(a)(2)(iv)(y).

       

      Senior
        Step Down Conditions:  With respect to the Mortgage Loans in a
        Loan Group: (i) the outstanding principal balance of all Mortgage Loans
        delinquent 60 days or more (including Mortgage Loans in foreclosure, REO
        Property and Mortgage Loans the mortgagors of which are in bankruptcy) (averaged
        over the preceding six month period), as a percentage of (a) if such date
        is on
        or prior to a Senior Termination Date, the Subordinated Percentage for such
        Loan
        Group of the aggregate of the applicable Non-PO Percentage of the aggregate
        Stated Principal Balance of the Mortgage Loans in that Loan Group, or (b)
        if
        such date is after a Senior Termination Date, the aggregate Class Certificate
        Balance of the Subordinated Certificates, does not equal or exceed 50%, and
        (ii)
        cumulative Realized Losses on the Mortgage Loans in each Loan Group do not
        exceed: (a) commencing with the Distribution Date on the fifth anniversary
        of
        the first Distribution Date, 30% of the Original Subordinate Principal Balance,
        (b) commencing with the Distribution Date on the sixth anniversary of the
        first
        Distribution Date, 35% of the Original Subordinate Principal Balance, (c)
        commencing with the Distribution Date on the seventh anniversary of the first
        Distribution Date, 40% of the Original Subordinate Principal Balance, (d)
        commencing with the Distribution Date on the eighth anniversary of the first
        Distribution Date, 45% of the Original Subordinate Principal Balance, and
        (e)
        commencing with the Distribution Date on the ninth anniversary of the first
        Distribution Date, 50% of the Original Subordinate Principal
        Balance.

       

      
        
          
          

        

        
          II-27

          
            

          

        

        
          
          

        

      

      Senior
        Termination Date:  For any Senior Certificate Group, the
        Distribution Date on which the aggregate Class Certificate Balance of the
        Senior
        Certificates in such Senior Certificate Group (other than the related Class
        of
        Class PO Certificates) has been reduced to zero.

       

      Servicing
        Advances:  All customary, reasonable and necessary “out of pocket”
costs and expenses incurred in the performance by the Master Servicer
        of its
        servicing obligations, including, but not limited to, the cost of (i) the
        preservation, restoration and protection of a Mortgaged Property, (ii) any
        expenses reimbursable to the Master Servicer pursuant to Section 3.11 and
        any
        enforcement or judicial proceedings, including foreclosures, (iii) the
        management and liquidation of any REO Property and (iv) compliance with the
        obligations under Section 3.09.

       

      Servicing
        Criteria:  The “servicing criteria” set forth in Item 1122(d) of
        Regulation AB.

       

      Servicing
        Officer:  Any officer of the Master Servicer involved in, or
        responsible for, the administration and servicing of the Mortgage Loans whose
        name and facsimile signature appear on a list of servicing officers furnished
        to
        the Trustee by the Master Servicer on the Closing Date pursuant to this
        Agreement, as such list may from time to time be amended.

       

      Shift
        Percentage:  As to any Distribution Date occurring during the five
        years beginning on the first Distribution Date, 0%.  For any
        Distribution Date occurring on or after the fifth anniversary of the first
        Distribution Date as follows: for any Distribution Date in the first year
        thereafter, 30%; for any Distribution Date in the second year thereafter,
        40%;
        for any Distribution Date in the third year thereafter, 60%; for any
        Distribution Date in the fourth year thereafter, 80%; and for any Distribution
        Date thereafter, 100%.

       

      Startup
        Day:  The Closing Date.

       

      Stated
        Principal Balance:  As to any Mortgage Loan and Due Date, the
        unpaid principal balance of such Mortgage Loan as of such Due Date, as specified
        in the amortization schedule at the time relating thereto (before any adjustment
        to such amortization schedule by reason of any moratorium or similar waiver
        or
        grace period) minus the sum of: (i) any previous partial Principal Prepayments
        and the payment of principal due on such Due Date, irrespective of any
        delinquency in payment by the related Mortgagor, (ii) Liquidation Proceeds
        allocable to principal (other than with respect to any Liquidated Mortgage
        Loan)
        received in the prior calendar month and Principal Prepayments received through
        the last day of the related Prepayment Period, in each case, with respect
        to
        that Mortgage Loan and (iii) any Realized Loss previously incurred in connection
        with a Deficient Valuation.  The Stated Principal Balance of any
        Mortgage Loan that becomes a Liquidated Mortgage Loan will be zero on each
        date
        following the Due Period in which such Mortgage Loan becomes a Liquidated
        Mortgage Loan.

       

      Streamlined
        Documentation Mortgage Loan:  Any Mortgage Loan originated
        pursuant to Countrywide’s Streamlined Loan Documentation Program then in
        effect.  For the purposes of this Agreement, a Mortgagor is eligible
        for a mortgage pursuant to Countrywide’s Streamlined Loan Documentation Program
        if that Mortgagor is refinancing an existing mortgage loan that was originated
        or acquired by Countrywide where, among other things, the mortgage loan has
        not
        been more than 30 days delinquent in payment during the previous twelve-month
        period.

       

      Subcontractor:  Any
        vendor, subcontractor or other Person that is not responsible for the overall
        servicing (as “servicing” is commonly understood by participants in the
        mortgage-backed securities market) of Mortgage Loans but performs one or
        more
        discrete functions identified in Item 1122(d) of Regulation AB with respect
        to
        Mortgage Loans under the direction or authority of the Master Servicer or
        a
        Subservicer or the Trustee, as the case may be.

       

      
        
          
          

        

        
          II-28

          
            

          

        

        
          
          

        

      

      Subordinated
        Certificates:  As specified in the Preliminary
        Statement.

       

      Subordinated
        Percentage:  As to any Loan Group and Distribution Date on or
        prior to a Senior Termination Date, 100% minus the Senior Percentage for
        the
        Senior Certificate Group relating to such Loan Group for such Distribution
        Date.  As to any Distribution Date after a Senior Termination Date,
        100% minus the Senior Percentage for such Distribution Date.

       

      Subordinated
        Portion:  For any Distribution Date, an amount equal to the
        aggregate Stated Principal Balance of the Mortgage Loans in the related Loan
        Group as of the end of the Prepayment Period related to the immediately
        preceding Distribution Date, minus the aggregate Class Certificate
        Balance of the related Senior Certificates immediately prior to such
        Distribution Date.

       

      Subordinated
        Prepayment Percentage:  As to any Distribution Date and Loan
        Group, 100% minus the related Senior Prepayment Percentage for such Distribution
        Date.

       

      Subordinated
        Principal Distribution Amount:  With respect to any Distribution
        Date and Loan Group, an amount equal to the excess of (A) the sum, not less
        than
        zero, of (i) the Subordinated Percentage of the applicable Non-PO Percentage
        for
        such Loan Group of all amounts described in subclauses (a) through (d) of
        clause
        (i) of the definition of “Non-PO Formula Principal Amount” for such Distribution
        Date, (ii) with respect to each Mortgage Loan that became a Liquidated Mortgage
        Loan during the calendar month preceding the month of such Distribution Date,
        the applicable Non-PO Percentage of the amount of the Liquidation Proceeds
        allocated to principal received with respect thereto remaining after application
        thereof pursuant to clause (ii) of the definition of Senior Principal
        Distribution Amount, up to the Subordinated Percentage for such Loan Group
        of
        the applicable Non-PO Percentage of the Stated Principal Balance of such
        Mortgage Loan, (iii) the Subordinated Prepayment Percentage of the applicable
        Non-PO Percentage of all amounts described in subclause (f) of clause (i)
        of the
        definition of “Non-PO Formula Principal Amount” for such Loan Group and
        Distribution Date, and (iv) the related Subordinated Prepayment Percentage
        of
        any Subsequent Recoveries described in clause (ii) of the definition of “Non-PO
        Formula Principal Amount” for such Distribution Date, over (B) the amount of any
        payments in respect of Class PO Deferred Amounts for the related Class of
        Class
        PO Certificates on the related Distribution Date, provided, however, that
        on any
        Distribution Date after a Senior Termination Date, the Subordinated Principal
        Distribution Amount will not be calculated by Loan Group but will equal the
        amount calculated pursuant to the formula set forth above based on the
        applicable Subordinated Percentage or Subordinated Prepayment Percentage,
        as
        applicable, for the Subordinated Certificates for such Distribution Date
        with
        respect to all of the Mortgage Loans as opposed to the Mortgage Loans in
        the
        related Loan Group.

       

      Subordinate
        Pass-Through Rate:  For the Interest Accrual Period related to
        each Distribution Date, a per annum rate equal to (1) the sum of the following
        for each Loan Group:  the product of (x) the Required Coupon of the
        Loan Group and (y) the related Subordinated Portion immediately prior to
        that
        Distribution Date, divided by (2) the aggregate Class Certificate
        Balance of the Subordinated Certificates immediately prior to that Distribution
        Date.

       

      Subsequent
        Recoveries:  As to any Distribution Date, with respect to a
        Liquidated Mortgage Loan that resulted in a Realized Loss in a prior calendar
        month, unexpected amounts received by the Master Servicer (net of any related
        expenses permitted to be reimbursed pursuant to Section 3.08) specifically
        related to such Liquidated Mortgage Loan.

       

      Subservicer:  Any
        person to whom the Master Servicer has contracted for the servicing of all
        or a
        portion of the Mortgage Loans pursuant to Section 3.02 hereof.

       

      
        
          
          

        

        
          II-29

          
            

          

        

        
          
          

        

      

      Substitute
        Mortgage Loan:  A Mortgage Loan substituted by the applicable
        Seller for a Deleted Mortgage Loan which must, on the date of such substitution,
        as confirmed in a Request for Release, substantially in the form of Exhibit M,
        (i) have a Stated Principal Balance, after deduction of the principal portion
        of
        the Scheduled Payment due in the month of substitution, not in excess of,
        and
        not more than 10% less than the Stated Principal Balance of the Deleted Mortgage
        Loan; (ii) be accruing interest at a rate no lower than and not more than
        1% per
        annum higher than, that of the Deleted Mortgage Loan; (iii) have a Loan-to-Value
        Ratio no higher than that of the Deleted Mortgage Loan; (iv) have a remaining
        term to maturity no greater than (and not more than one year less than that
        of)
        the Deleted Mortgage Loan; (v) not be a Cooperative Loan unless the Deleted
        Mortgage Loan was a Cooperative Loan and (vi) comply with each representation
        and warranty set forth in Section 2.03 hereof.

       

      Substitution
        Adjustment Amount:  The meaning ascribed to such term pursuant to
        Section 2.03.

       

      Targeted
        Balance:  With respect to any group of Targeted Principal Classes
        or Components in the aggregate and any Distribution Date appearing in Schedule
        V
        hereto, the Aggregate Targeted Balance for such group and Distribution
        Date.  With respect to any other Targeted Principal Class or Component
        and any Distribution Date appearing in Schedule V hereto, the applicable
        amount
        appearing opposite such Distribution Date for such Class or
        Component.

       

      Targeted
        Principal Classes:  As specified in the Preliminary
        Statement.

       

      Tax
        Matters Person:  The person designated as “tax matters person” in
        the manner provided under Treasury regulation § 1.860F-4(d) and Treasury
        regulation § 301.6231(a)(7)-1.  Initially, the Tax Matters Person
        shall be the Trustee.

       

      Tax
        Matters Person Certificate:  The Class A-R Certificate with a
        Denomination of $0.01.

       

      Transaction
        Documents:  This Agreement and any other document or agreement
        entered into in connection with the Trust Fund, the Certificates or the Mortgage
        Loans.

       

      Transfer:  Any
        direct or indirect transfer or sale of any Ownership Interest in a Residual
        Certificate.

       

      Trustee:  The
        Bank of New York and its successors and, if a successor trustee is appointed
        hereunder, such successor.

       

      Trustee
        Advance Rate:  With respect to any Advance made by the Trustee
        pursuant to Section 4.01(b), a per annum rate of interest determined as of
        the
        date of such Advance equal to the Prime Rate in effect on such date plus
        5.00%.

       

      Trustee
        Fee:  As to any Distribution Date, an amount equal to one-twelfth
        of the Trustee Fee Rate multiplied by the sum of (i) the Pool Stated Principal
        Balance and (ii) any amounts remaining in the Pre-funding Account (excluding
        any
        investment earnings thereon) with respect to such Distribution
        Date.

       

      Trustee
        Fee Rate:  With respect to each Mortgage Loan, 0.009% per
        annum.

       

      Trust
        Fund:  The corpus of the trust created hereunder consisting of (i)
        the Mortgage Loans and all interest and principal received on or with respect
        thereto after the Cut-off Date to the extent 

       

       

      
        
          
          

        

        
          II-30

          
            

          

        

        
          
          

        

      

       

      not
        applied in computing the Cut-off Date Principal Balance thereof; (ii) the
        Certificate Account, the Distribution Account, the Exchangeable Certificates
        Distribution Account, the Principal Reserve Fund, and all amounts deposited
        therein pursuant to the applicable provisions of this Agreement; (iii) property
        that secured a Mortgage Loan and has been acquired by foreclosure, deed-in-lieu
        of foreclosure or otherwise; and (iv) all proceeds of the conversion, voluntary
        or involuntary, of any of the foregoing.

       

      Undercollateralized
        Group:  As defined in Section 4.05.

       

      Underwriter’s
        Exemption:  Prohibited Transaction Exemption 2007-5, 72 Fed. Reg.
        13130 (2007), as amended (or any successor thereto), or any substantially
        similar administrative exemption granted by the U.S. Department of
        Labor.

       

      Underwriter:  As
        specified in the Preliminary Statement.

       

      Unscheduled
        Principal Distribution Amount:  With respect to any Distribution
        Date, an amount equal to the sum of (i) with respect to each Mortgage Loan
        that
        became a Liquidated Mortgage Loan during the calendar month preceding the
        month
        of such Distribution Date, the applicable Non-PO Percentage of the Liquidation
        Proceeds allocable to principal received with respect to such Mortgage Loan
        and
        (ii) the applicable Non-PO Percentage of the amount described in subclause
        (f)
        of clause (i) of the definition of Non-PO Formula Principal Amount for such
        Distribution Date and (iii) any Subsequent Recoveries described in clause
        (ii)
        of the definition of Non-PO Formula Principal Amount for such Distribution
        Date.

       

      Voting
        Rights:  The portion of the voting rights of all of the
        Certificates which is allocated to any Certificate.  As of any date of
        determination, (a) 1% of all Voting Rights shall be allocated to each
        Class of Senior Certificates that is a Class of Notional Amount
        Certificates, if any (such Voting Rights to be allocated among the holders
        of
        Certificates of each such Class in accordance with their respective
        Percentage Interests), and (b) the remaining Voting Rights (or 100% of the
        Voting Rights if there is no such Class of Senior Certificates) shall be
        allocated among Holders of the remaining Classes of Senior and Subordinated
        Certificates in proportion to the Certificate Balances of their respective
        Certificates on such date.  Each Class of Exchangeable Certificates
        will be allocated a proportionate share of the Voting Rights allocated to
        the
        related Class or Classes of Depositable Certificates that have been surrendered
        as provided in Section 5.07(e).

       

      
        	
                SECTION
                  1.02.  

              	
                Certain
                  Interpretive Provisions.

              


      

       

      All
        terms
        defined in this Agreement shall have the defined meanings when used in any
        certificate, agreement or other document delivered pursuant hereto unless
        otherwise defined therein.  For purposes of this Agreement and all
        such certificates and other documents, unless the context otherwise requires:
        (a) accounting terms not otherwise defined in this Agreement, and accounting
        terms partly defined in this Agreement to the extent not defined, shall have
        the
        respective meanings given to them under generally accepted accounting
        principles; (b) the words “hereof,” “herein” and “hereunder” and words of
        similar import refer to this Agreement (or the certificate, agreement or
        other
        document in which they are used) as a whole and not to any particular provision
        of this Agreement (or such certificate, agreement or document); (c) references
        to any Section, Schedule or Exhibit are references to Sections, Schedules
        and
        Exhibits in or to this Agreement, and references to any paragraph, subsection,
        clause or other subdivision within any Section or definition refer to such
        paragraph, subsection, clause or other subdivision of such Section or
        definition; (d) the term “including” means “including without limitation”; (e)
        references to any law or regulation refer to that law or regulation as amended
        from time to time and include any successor law or regulation; (f) references
        to
        any agreement refer to that agreement as amended from time to time; (g)
        references to any Person include that Person’s permitted successors and


       

      
        
          
          

        

        
          II-31

          
            

          

        

        
          
          

        

      

       

      assigns;
        and (h) a Mortgage Loan is “30 days delinquent” if any Scheduled Payment has not
        been received by the close of business on the day immediately preceding the
        Due
        Date on which the next Scheduled Payment is due.  Similarly for “60
        days delinquent,” “90 days delinquent” and so on.  Unless otherwise
        provided in this Agreement, the determination as to whether a Mortgage Loan
        falls into a delinquency category shall be made as of the close of business
        on
        the last day of each month prior to the date of determining the
        delinquency.

       

      
        
          
          

        

        
          II-32

          
            

          

        

        
          
          

        

      

      


       

      ARTICLE
        II


       

      CONVEYANCE
        OF MORTGAGE LOANS;

      REPRESENTATIONS
        AND WARRANTIES

       

      
        	
                SECTION
                  2.01.  

              	
                Conveyance
                  of Mortgage Loans.

              


      

       

      (a)  Each
        Seller, concurrently with the execution and delivery hereof, hereby sells,
        transfers, assigns, sets over and otherwise conveys to the Depositor, without
        recourse, all its respective right, title and interest in and to the related
        Mortgage Loans, including all interest and principal received or receivable
        by
        such Seller, on or with respect to the applicable Mortgage Loans after the
        Cut-off Date and all interest and principal payments on the related Mortgage
        Loans received prior to the Cut-off Date in respect of installments of interest
        and principal due thereafter, but not including payments of principal and
        interest due and payable on such Mortgage Loans, on or before the Cut-off
        Date.  On or prior to the Closing Date, Countrywide shall deliver to
        the Depositor or, at the Depositor’s direction, to the Trustee or other designee
        of the Depositor, the Mortgage File for each Mortgage Loan listed in the
        Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage
        Loans (which may include Countrywide Mortgage Loans, Park Granada Mortgage
        Loans, Park Monaco Mortgage Loans and Park Sienna Mortgage Loans), such delivery
        may take place within thirty (30) days following the Closing
        Date).  Such delivery of the Mortgage Files shall be made against
        payment by the Depositor of the purchase price, previously agreed to by the
        Sellers and Depositor, for the Mortgage Loans.  With respect to any
        Mortgage Loan that does not have a first payment date on or before the Due
        Date
        in the month of the first Distribution Date, Countrywide shall deposit into
        the
        Distribution Account on or before the Distribution Account Deposit Date relating
        to the first applicable Distribution Date, an amount equal to one month’s
        interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal
        Balance of such Mortgage Loan.

       

      (b)  Immediately
        upon the conveyance of the Mortgage Loans referred to in clause (a), the
        Depositor sells, transfers, assigns, sets over and otherwise conveys to the
        Trustee for the benefit of the Certificateholders, without recourse, all
        the
        right, title and interest of the Depositor in and to the Trust Fund together
        with the Depositor’s right to require each Seller to cure any breach of a
        representation or warranty made herein by such Seller or to repurchase or
        substitute for any affected Mortgage Loan in accordance herewith.

       

      (c)  In
        connection with the transfer and assignment set forth in clause (b) above,
        the
        Depositor has delivered or caused to be delivered to the Trustee (or, in
        the
        case of the Delay Delivery Mortgage Loans, will deliver or cause to be delivered
        to the Trustee within thirty (30) days following the Closing Date) for the
        benefit of the Certificateholders the following documents or instruments
        with
        respect to each Mortgage Loan so assigned:

       

      (i)  (A)           the
        original Mortgage Note endorsed by manual or facsimile signature in blank
        in the
        following form: “Pay to the order of ____________ without recourse,” with all
        intervening endorsements showing a complete chain of endorsement from the
        originator to the Person endorsing the Mortgage Note (each such endorsement
        being sufficient to transfer all right, title and interest of the party so
        endorsing, as noteholder or assignee thereof, in and to that Mortgage Note);
        or

       

                                                             
        (B)          with
        respect to any Lost Mortgage Note, a lost note affidavit from Countrywide
        stating that the original Mortgage Note was lost or destroyed, together with
        a
        copy of such Mortgage Note;

       

      
        
          
          

        

        
          II-1

          
            

          

        

        
          
          

        

      

      (ii)  except
        as
        provided below and for each Mortgage Loan that is not a MERS Mortgage Loan,
        the
        original recorded Mortgage or a copy of such Mortgage, with recording
        information, certified by Countrywide as being a true and complete copy of
        the
        Mortgage (or, in the case of a Mortgage for which the related Mortgaged Property
        is located in the Commonwealth of Puerto Rico, a true copy of the Mortgage
        certified as such by the applicable notary) and in the case of each MERS
        Mortgage Loan, the original Mortgage, or a copy of such mortgage, with recording
        information, noting the presence of the MIN of the Mortgage Loans and either
        language indicating that the Mortgage Loan is a MOM Loan if the Mortgage
        Loan is
        a MOM Loan or if the Mortgage Loan was not a MOM Loan at origination, the
        original Mortgage and the assignment thereof to MERS, with evidence of recording
        indicated thereon, or a copy of the Mortgage certified by the public recording
        office in which such Mortgage has been recorded;

       

      (iii)  in
        the
        case of each Mortgage Loan that is not a MERS Mortgage Loan, a duly executed
        assignment of the Mortgage, or a copy of such assignment, with recording
        information, (which may be included in a blanket assignment or assignments),
        together with, except as provided below, all interim recorded assignments
        of
        such mortgage or a copy of such assignment, with recording information, (each
        such assignment, when duly and validly completed, to be in recordable form
        and
        sufficient to effect the assignment of and transfer to the assignee thereof,
        under the Mortgage to which the assignment relates); provided that, if the
        related Mortgage has not been returned from the applicable public recording
        office, such assignment of the Mortgage may exclude the information to be
        provided by the recording office; provided, further, that such assignment
        of
        Mortgage need not be delivered in the case of a Mortgage for which the related
        Mortgaged Property is located in the Commonwealth of Puerto Rico;

       

      (iv)  the
        original or copies of each assumption, modification, written assurance or
        substitution agreement, if any;

       

      (v)  except
        as
        provided below, the original or duplicate original lender’s title policy or a
        printout of the electronic equivalent and all riders thereto; and

       

      (vi)  in
        the
        case of a Cooperative Loan, the originals of the following documents or
        instruments:

       

      (A)  The
        Coop
        Shares, together with a stock power in blank;

       

      (B)  The
        executed Security Agreement;

       

      (C)  The
        executed Proprietary Lease;

       

      (D)  The
        executed Recognition Agreement;

       

      (E)  The
        executed UCC-1 financing statement with evidence of recording thereon which
        have
        been filed in all places required to perfect the Seller’s interest in the Coop
        Shares and the Proprietary Lease; and

       

      (F)  The
        executed UCC-3 financing statements or other appropriate UCC financing
        statements required by state law, evidencing a complete and unbroken line
        from
        the mortgagee to the Trustee with evidence of recording thereon (or in a
        form
        suitable for recordation).

       

      
        
          
          

        

        
          II-2

          
            

          

        

        
          
          

        

      

      In
        addition, in connection with the assignment of any MERS Mortgage Loan, each
        Seller agrees that it will cause, at the Trustee’s expense, the MERS® System to
        indicate that the Mortgage Loans sold by such Seller to the Depositor have
        been
        assigned by that Seller to the Trustee in accordance with this Agreement
        for the
        benefit of the Certificateholders by including (or deleting, in the case
        of
        Mortgage Loans which are repurchased in accordance with this Agreement) in
        such
        computer files the information required by the MERS® System to identify the
        series of the Certificates issued in connection with such Mortgage
        Loans.  Each Seller further agrees that it will not, and will not
        permit the Master Servicer to, and the Master Servicer agrees that it will
        not,
        alter the information referenced in this paragraph with respect to any Mortgage
        Loan sold by such Seller to the Depositor during the term of this Agreement
        unless and until such Mortgage Loan is repurchased in accordance with the
        terms
        of this Agreement.

       

      In
        the
        event that in connection with any Mortgage Loan that is not a MERS Mortgage
        Loan
        the Depositor cannot deliver (a) the original recorded Mortgage, or a copy
        of
        such Mortgage, with recording information, (b) all interim recorded assignments,
        or a copy of such assignments, with recording information or (c) the lender’s
        title policy or a copy of the lender’s title policy (together with all riders
        thereto) satisfying the requirements of clause (ii), (iii) or (v) above,
        respectively, concurrently with the execution and delivery of this Agreement
        because such document or documents have not been returned from the applicable
        public recording office in the case of clause (ii) or (iii) above, or because
        the title policy has not been delivered to either the Master Servicer or
        the
        Depositor by the applicable title insurer in the case of clause (v) above,
        the
        Depositor shall promptly deliver to the Trustee, in the case of clause (ii)
        or
        (iii) above, such original Mortgage or a copy of such Mortgage, with recording
        information, or such interim assignment or a copy of such assignment, with
        recording information, as the case may be, with evidence of recording indicated
        thereon upon receipt thereof from the public recording office, or a copy
        thereof, certified, if appropriate, by the relevant recording office, but
        in no
        event shall any such delivery of the original Mortgage and each such interim
        assignment or a copy thereof, certified, if appropriate, by the relevant
        recording office, be made later than one year following the Closing Date,
        or, in
        the case of clause (v) above, no later than 120 days following the Closing
        Date;
        provided, however, in the event the Depositor is unable to deliver by such
        date
        each Mortgage and each such interim assignment by reason of the fact that
        any
        such documents have not been returned by the appropriate recording office,
        or,
        in the case of each such interim assignment, because the related Mortgage
        has
        not been returned by the appropriate recording office, the Depositor shall
        deliver such documents to the Trustee as promptly as possible upon receipt
        thereof and, in any event, within 720 days following the Closing
        Date.  The Depositor shall forward or cause to be forwarded to the
        Trustee (a) from time to time additional original documents evidencing an
        assumption or modification of a Mortgage Loan and (b) any other documents
        required to be delivered by the Depositor or the Master Servicer to the
        Trustee.  In the event that the original Mortgage is not delivered and
        in connection with the payment in full of the related Mortgage Loan and the
        public recording office requires the presentation of a “lost instruments
        affidavit and indemnity” or any equivalent document, because only a copy of the
        Mortgage can be delivered with the instrument of satisfaction or reconveyance,
        the Master Servicer shall execute and deliver or cause to be executed and
        delivered such a document to the public recording office.  In the case
        where a public recording office retains the original recorded Mortgage or
        in the
        case where a Mortgage is lost after recordation in a public recording office,
        Countrywide shall deliver to the Trustee a copy of such Mortgage certified
        by
        such public recording office to be a true and complete copy of the original
        recorded Mortgage.

       

      As
        promptly as practicable subsequent to such transfer and assignment, and in
        any
        event, within one-hundred and twenty (120) days after such transfer and
        assignment, the Trustee shall (A) as the assignee thereof, affix the following
        language to each assignment of Mortgage:  “CWALT, Inc., Series
        2007-J2, The Bank of New York, as trustee”, (B) cause such assignment to be in
        proper form for recording in the appropriate public office for real property
        records and (C) cause to be delivered for 

       

      
        
          
          

        

        
          II-3

          
            

          

        

        
          
          

        

      

       

      recording
        in the appropriate public office for real property records the assignments
        of
        the Mortgages to the Trustee, except that, (i) with respect to any assignments
        of Mortgage as to which the Trustee has not received the information required
        to
        prepare such assignment in recordable form, the Trustee’s obligation to do so
        and to deliver the same for such recording shall be as soon as practicable
        after
        receipt of such information and in any event within thirty (30) days after
        receipt thereof and (ii) the Trustee need not cause to be recorded any
        assignment which relates to a Mortgage Loan the Mortgaged Property and Mortgage
        File relating to which are located in any jurisdiction (including Puerto
        Rico)
        under the laws of which the recordation of such assignment is not necessary
        to
        protect the Trustee’s and the Certificateholders’ interest in the related
        Mortgage Loan as evidenced by an opinion of counsel delivered by Countrywide
        to
        the Trustee within 90 days of the Closing Date (which opinion may be in the
        form
        of a “survey” opinion and is not required to be delivered by counsel admitted to
        practice law in the jurisdiction as to which such legal opinion
        applies).

       

      In
        the
        case of Mortgage Loans that have been prepaid in full as of the Closing Date,
        the Depositor, in lieu of delivering the above documents to the Trustee,
        will
        deposit in the Certificate Account the portion of such payment that is required
        to be deposited in the Certificate Account pursuant to Section 3.05
        hereof.

       

      Notwithstanding
        anything to the contrary in this Agreement, within thirty (30) days after
        the
        Closing Date, Countrywide (on its own behalf and on behalf of Park Granada,
        Park
        Monaco and Park Sienna) shall either (i) deliver to the Depositor, or at
        the
        Depositor’s direction, to the Trustee or other designee of the Depositor the
        Mortgage File as required pursuant to this Section 2.01 for each Delay Delivery
        Mortgage Loan or (ii) either (A) substitute a Substitute Mortgage Loan for
        the
        Delay Delivery Mortgage Loan or (B) repurchase the Delay Delivery Mortgage
        Loan,
        which substitution or repurchase shall be accomplished in the manner and
        subject
        to the conditions set forth in Section 2.03 (treating each Delay Delivery
        Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 2.03);
        provided, however, that if Countrywide fails to deliver a Mortgage File for
        any
        Delay Delivery Mortgage Loan within the thirty (30) day period provided in
        the
        prior sentence, Countrywide (on its own behalf and on behalf of Park Granada,
        Park Monaco and Park Sienna) shall use its best reasonable efforts to effect
        a
        substitution, rather than a repurchase of, such Deleted Mortgage Loan and
        provided further that the cure period provided for in Section 2.02 or in
        Section
        2.03 shall not apply to the initial delivery of the Mortgage File for such
        Delay
        Delivery Mortgage Loan, but rather Countrywide (on its own behalf and on
        behalf
        of Park Granada, Park Monaco and Park Sienna) shall have five (5) Business
        Days
        to cure such failure to deliver.  At the end of such thirty (30) day
        period the Trustee shall send a Delay Delivery Certification for the Delay
        Delivery Mortgage Loans delivered during such thirty (30) day period in
        accordance with the provisions of Section 2.02.

       

      (d)  Neither
        the Depositor nor the Trust will acquire or hold any Mortgage Loan that would
        violate the representations made by Countrywide set forth in clause (48)
        of
        Schedule III-A hereto.

       

      
        	
                SECTION
                  2.02.  

              	
                Acceptance
                  by Trustee of the Mortgage
                  Loans.

              


      

       

      (a)  The
        Trustee acknowledges receipt of the
        documents identified in the Initial Certification in the form annexed hereto
        as
        Exhibit F-1 and declares that it holds and will hold such documents and the
        other documents delivered to it constituting the Mortgage Files, and that
        it
        holds or will hold such other assets as are included in the Trust Fund, in
        trust
        for the exclusive use and benefit of all present and future
        Certificateholders.  The Trustee acknowledges that it will maintain
        possession of the Mortgage Notes in the State of California, unless otherwise
        permitted by the Rating Agencies.

       

      The
        Trustee agrees to execute and deliver on the Closing Date to the Depositor,
        the
        Master Servicer and Countrywide (on its own behalf and on behalf of Park
        Granada, Park Monaco and 

       

      
        
          
          

        

        
          II-4

          
            

          

        

        
          
          

        

      

       

      Park
        Sienna) an Initial Certification in the form annexed hereto as Exhibit
        F-1.  Based on its review and examination, and only as to the
        documents identified in such Initial Certification, the Trustee acknowledges
        that such documents appear regular on their face and relate to such Mortgage
        Loan.  The Trustee shall be under no duty or obligation to inspect,
        review or examine said documents, instruments, certificates or other papers
        to
        determine that the same are genuine, enforceable or appropriate for the
        represented purpose or that they have actually been recorded in the real
        estate
        records or that they are other than what they purport to be on their
        face.

       

      On
        or
        about the thirtieth (30th) day after the Closing Date, the Trustee shall
        deliver
        to the Depositor, the Master Servicer and Countrywide (on its own behalf
        and on
        behalf of Park Granada, Park Monaco and Park Sienna) a Delay Delivery
        Certification with respect to the Mortgage Loans in the form annexed hereto
        as
        Exhibit G-1, with any applicable exceptions noted thereon.

       

      Not
        later
        than 90 days after the Closing Date, the Trustee shall deliver to the Depositor,
        the Master Servicer and Countrywide (on its own behalf and on behalf of Park
        Granada, Park Monaco and Park Sienna) a Final Certification with respect
        to the
        Mortgage Loans in the form annexed hereto as Exhibit H-1, with any applicable
        exceptions noted thereon.  If, in the course of such review, the
        Trustee finds any document constituting a part of a Mortgage File which does
        not
        meet the requirements of Section 2.01, the Trustee shall list such as an
        exception in the Final Certification; provided, however that the Trustee
        shall
        not make any determination as to whether (i) any endorsement is sufficient
        to
        transfer all right, title and interest of the party so endorsing, as noteholder
        or assignee thereof, in and to that Mortgage Note or (ii) any assignment
        is in
        recordable form or is sufficient to effect the assignment of and transfer
        to the
        assignee thereof under the mortgage to which the assignment
        relates.  Countrywide (on its own behalf and on behalf of Park
        Granada, Park Monaco and Park Sienna) shall promptly correct or cure such
        defect
        within 90 days from the date it was so notified of such defect and, if
        Countrywide does not correct or cure such defect within such period, Countrywide
        (on its own behalf and on behalf of Park Granada, Park Monaco and Park Sienna)
        shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage
        Loan, which substitution shall be accomplished in the manner and subject
        to the
        conditions set forth in Section 2.03, or (b) purchase such Mortgage Loan
        from
        the Trustee within 90 days from the date Countrywide (on its own behalf and
        on
        behalf of Park Granada, Park Monaco and Park Sienna) was notified of such
        defect
        in writing at the Purchase Price of such Mortgage Loan; provided, however,
        that
        in no event shall such substitution or purchase occur more than 540 days
        from
        the Closing Date, except that if the substitution or purchase of a Mortgage
        Loan
        pursuant to this provision is required by reason of a delay in delivery of
        any
        documents by the appropriate recording office, and there is a dispute between
        either the Master Servicer or Countrywide (on its own behalf and on behalf
        of
        Park Granada, Park Monaco and Park Sienna) and the Trustee over the location
        or
        status of the recorded document, then such substitution or purchase shall
        occur
        within 720 days from the Closing Date.  The Trustee shall deliver
        written notice to each Rating Agency within 270 days from the Closing Date
        indicating each Mortgage Loan (a) which has not been returned by the appropriate
        recording office or (b) as to which there is a dispute as to location or
        status
        of such Mortgage Loan.  Such notice shall be delivered every 90 days
        thereafter until the related Mortgage Loan is returned to the
        Trustee.  Any such substitution pursuant to (a) above or purchase
        pursuant to (b) above shall not be effected prior to the delivery to the
        Trustee
        of the Opinion of Counsel required by Section 2.05 hereof, if any, and any
        substitution pursuant to (a) above shall not be effected prior to the additional
        delivery to the Trustee of a Request for Release substantially in the form
        of
        Exhibit N.  No substitution is permitted to be made in any calendar
        month after the Determination Date for such month.  The Purchase Price
        for any such Mortgage Loan shall be deposited by Countrywide (on its own
        behalf
        and on behalf of Park Granada, Park Monaco and Park 

       

      
        
          
          

        

        
          II-5

          
            

          

        

        
          
          

        

      

       

      Sienna)
        in the Certificate Account on or prior to the Distribution Account Deposit
        Date
        for the Distribution Date in the month following the month of repurchase
        and,
        upon receipt of such deposit and certification with respect thereto in the
        form
        of Exhibit N hereto, the Trustee shall release the related Mortgage File
        to
        Countrywide (on its own behalf and on behalf of Park Granada, Park Monaco
        and
        Park Sienna) and shall execute and deliver at Countrywide’s (on its own behalf
        and on behalf of Park Granada, Park Monaco and Park Sienna) request such
        instruments of transfer or assignment prepared by Countrywide, in each case
        without recourse, as shall be necessary to vest in Countrywide (on its own
        behalf and on behalf of Park Granada, Park Monaco and Park Sienna), or its
        designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto.
        If pursuant to the foregoing provisions Countrywide (on its own behalf and
        on
        behalf of Park Granada, Park Monaco and Park Sienna) repurchases an Mortgage
        Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) cause
        MERS to execute and deliver an assignment of the Mortgage in recordable form
        to
        transfer the Mortgage from MERS to Countrywide (on its own behalf and on
        behalf
        of Park Granada, Park Monaco and Park Sienna) or its designee and shall cause
        such Mortgage to be removed from registration on the MERS® System in accordance
        with MERS’ rules and regulations or (ii) cause MERS to designate on the MERS®
System Countrywide (on its own behalf and on behalf of Park Granada, Park
        Monaco
        and Park Sienna) or its designee as the beneficial holder of such Mortgage
        Loan.

       

      (b)  The
        Trustee shall retain possession and custody of each Mortgage File in accordance
        with and subject to the terms and conditions set forth herein.  The
        Master Servicer shall promptly deliver to the Trustee, upon the execution
        or
        receipt thereof, the originals of such other documents or instruments
        constituting the Mortgage File as come into the possession of the Master
        Servicer from time to time.

       

      (c)  It
        is
        understood and agreed that the respective obligations of each Seller to
        substitute for or to purchase any Mortgage Loan sold to the Depositor by
        it
        which does not meet the requirements of Section 2.01 above shall constitute
        the
        sole remedy respecting such defect available to the Trustee, the Depositor
        and
        any Certificateholder against that Seller.

       

      
        	
                SECTION
                  2.03.  

              	
                Representations,
                  Warranties and Covenants of the Sellers
                  and

              


      

      
        	
                 

              	
                Master
                  Servicer.

              


      

       

      (a)  Countrywide
        hereby makes the representations and warranties set forth in
        (i)  Schedule II-A, Schedule II-B, Schedule II-C and Schedule II-D
        hereto, and by this reference incorporated herein, to the Depositor, the
        Master
        Servicer and the Trustee, as of the Closing Date, (ii)  Schedule III-A
        hereto, and by this reference incorporated herein, to the Depositor, the
        Master
        Servicer and the Trustee, as of the Closing Date, or if so specified therein,
        as
        of the Cut-off Date, and (iii)  Schedule III-B hereto, and by this
        reference incorporated herein, to the Depositor, the Master Servicer and
        the
        Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off
        Date with respect to the Mortgage Loans that are Countrywide Mortgage
        Loans.  Park Granada hereby makes the representations and warranties
        set forth in (i)  Schedule II-B hereto, and by this reference
        incorporated herein, to the Depositor, the Master Servicer and the Trustee,
        as
        of the Closing Date and (ii)  Schedule III-C hereto, and by this
        reference incorporated herein, to the Depositor, the Master Servicer and
        the
        Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off
        Date with respect to the Mortgage Loans that are Park Granada Mortgage
        Loans.  Park Monaco hereby makes the representations and warranties
        set forth in (i) Schedule II-C hereto, and by this reference incorporated
        herein, to the Depositor, the Master Servicer and the Trustee, as of the
        Closing
        Date and (ii) Schedule III-D hereto, and by this reference incorporated herein,
        to the Depositor, the Master Servicer and the Trustee, as of the Closing
        Date,
        or if so specified therein, as of the Cut-off Date with respect to the Mortgage
        Loans that are Park Monaco Mortgage Loans.  Park Sienna hereby makes
        the representations and warranties set forth in (i) Schedule II-D hereto,
        and by
        this reference incorporated herein, to the Depositor, the Master Servicer
        and
        the Trustee, as of the Closing Date and (ii) Schedule III-E hereto, and by
        this
        reference incorporated herein, to the Depositor, the Master Servicer and
        the
        Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off
        Date with respect to the Mortgage Loans that are Park Sienna Mortgage
        Loans.

       

      
        
          
          

        

        
          II-6

          
            

          

        

        
          
          

        

      

      (b)  The
        Master Servicer hereby makes the representations and warranties set forth
        in
        Schedule IV hereto, and by this reference incorporated herein, to the Depositor
        and the Trustee, as of the Closing Date.

       

      (c)  Upon
        discovery by any of the parties hereto of a breach of a representation or
        warranty with respect to a Mortgage Loan made pursuant to Section 2.03(a)
        that
        materially and adversely affects the interests of the Certificateholders
        in that
        Mortgage Loan, the party discovering such breach shall give prompt notice
        thereof to the other parties.  Each Seller hereby covenants that
        within 90 days of the earlier of its discovery or its receipt of written
        notice
        from any party of a breach of any representation or warranty with respect
        to a
        Mortgage Loan sold by it pursuant to Section 2.03(a) which materially and
        adversely affects the interests of the Certificateholders in that Mortgage
        Loan,
        it shall cure such breach in all material respects, and if such breach is
        not so
        cured, shall, (i) if such 90-day period expires prior to the second anniversary
        of the Closing Date, remove such Mortgage Loan (a “Deleted Mortgage Loan”) from
        the Trust Fund and substitute in its place a Substitute Mortgage Loan, in
        the
        manner and subject to the conditions set forth in this Section; or (ii)
        repurchase the affected Mortgage Loan or Mortgage Loans from the Trustee
        at the
        Purchase Price in the manner set forth below; provided, however, that any
        such
        substitution pursuant to (i) above shall not be effected prior to the delivery
        to the Trustee of the Opinion of Counsel required by Section 2.05 hereof,
        if
        any, and any such substitution pursuant to (i) above shall not be effected
        prior
        to the additional delivery to the Trustee of a Request for Release substantially
        in the form of Exhibit N and the Mortgage File for any such Substitute Mortgage
        Loan.  The Seller repurchasing a Mortgage Loan pursuant to this
        Section 2.03(c) shall promptly reimburse the Master Servicer and the Trustee
        for
        any expenses reasonably incurred by the Master Servicer or the Trustee in
        respect of enforcing the remedies for such breach.  With respect to
        the representations and warranties described in this Section which are made
        to
        the best of a Seller’s knowledge, if it is discovered by either the Depositor, a
        Seller or the Trustee that the substance of such representation and warranty
        is
        inaccurate and such inaccuracy materially and adversely affects the value
        of the
        related Mortgage Loan or the interests of the Certificateholders therein,
        notwithstanding that Seller’s lack of knowledge with respect to the substance of
        such representation or warranty, such inaccuracy shall be deemed a breach
        of the
        applicable representation or warranty.

       

      With
        respect to any Substitute Mortgage Loan or Loans, sold to the Depositor by
        a
        Seller, Countrywide (on its own behalf and on behalf of Park Granada, Park
        Monaco and Park Sienna) shall deliver to the Trustee for the benefit of the
        Certificateholders the Mortgage Note, the Mortgage, the related assignment
        of
        the Mortgage, and such other documents and agreements as are required by
        Section
        2.01, with the Mortgage Note endorsed and the Mortgage assigned as required
        by
        Section 2.01.  No substitution is permitted to be made in any calendar
        month after the Determination Date for such month.  Scheduled Payments
        due with respect to Substitute Mortgage Loans in the month of substitution
        shall
        not be part of the Trust Fund and will be retained by the related Seller
        on the
        next succeeding Distribution Date.  For the month of substitution,
        distributions to Certificateholders will include the monthly payment due
        on any
        Deleted Mortgage Loan for such month and thereafter that Seller shall be
        entitled to retain all amounts received in respect of such Deleted Mortgage
        Loan.  The Master Servicer shall amend the Mortgage Loan Schedule for
        the benefit of the Certificateholders to reflect the removal of such Deleted
        Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans
        and
        the Master Servicer shall deliver the amended Mortgage Loan Schedule to the
        Trustee.  Upon such substitution, the Substitute Mortgage Loan or
        Loans shall be subject to the terms of this Agreement in all respects, and
        the
        related Seller shall be deemed to have made with respect to such Substitute
        Mortgage Loan or Loans, as of the date of substitution, the representations
        and
        warranties made pursuant to Section 2.03(a) with respect to such Mortgage
        Loan.  Upon any such substitution and the deposit to the Certificate
        Account of the amount required to be deposited therein in connection with
        such
        substitution as described in the following paragraph, the Trustee shall release
        the Mortgage File held for the benefit of the Certificateholders relating
        to
        such Deleted Mortgage Loan to the related Seller and shall execute and deliver
        at such Seller’s 

       

      
        
          
          

        

        
          II-7

          
            

          

        

        
          
          

        

      

       

      direction
        such instruments of transfer or assignment prepared by Countrywide (on its
        own
        behalf and on behalf of Park Granada, Park Monaco and Park Sienna), in each
        case
        without recourse, as shall be necessary to vest title in that Seller, or
        its
        designee, the Trustee’s interest in any Deleted Mortgage Loan substituted for
        pursuant to this Section 2.03.

       

      For
        any
        month in which a Seller substitutes one or more Substitute Mortgage Loans
        for
        one or more Deleted Mortgage Loans, the Master Servicer will determine the
        amount (if any) by which the aggregate principal balance of all Substitute
        Mortgage Loans sold to the Depositor by that Seller as of the date of
        substitution is less than the aggregate Stated Principal Balance of all Deleted
        Mortgage Loans repurchased by that Seller (after application of the scheduled
        principal portion of the monthly payments due in the month of
        substitution).  The amount of such shortage (the “Substitution
        Adjustment Amount”) plus an amount equal to the aggregate of any unreimbursed
        Advances with respect to such Deleted Mortgage Loans shall be deposited in
        the
        Certificate Account by Countrywide (on its own behalf and on behalf of Park
        Granada, Park Monaco and Park Sienna) on or before the Distribution Account
        Deposit Date for the Distribution Date in the month succeeding the calendar
        month during which the related Mortgage Loan became required to be purchased
        or
        replaced hereunder.

       

      In
        the
        event that a Seller shall have repurchased a Mortgage Loan, the Purchase
        Price
        therefor shall be deposited in the Certificate Account pursuant to Section
        3.05
        on or before the Distribution Account Deposit Date for the Distribution Date
        in
        the month following the month during which that Seller became obligated
        hereunder to repurchase or replace such Mortgage Loan and upon such deposit
        of
        the Purchase Price, the delivery of the Opinion of Counsel required by Section
        2.05 and receipt of a Request for Release in the form of Exhibit N hereto,
        the
        Trustee shall release the related Mortgage File held for the benefit of the
        Certificateholders to such Person, and the Trustee shall execute and deliver
        at
        such Person’s direction such instruments of transfer or assignment prepared by
        such Person, in each case without recourse, as shall be necessary to transfer
        title from the Trustee.  It is understood and agreed that the
        obligation under this Agreement of any Person to cure, repurchase or replace
        any
        Mortgage Loan as to which a breach has occurred and is continuing shall
        constitute the sole remedy against such Persons respecting such breach available
        to Certificateholders, the Depositor or the Trustee on their
        behalf.

       

      The
        representations and warranties made pursuant to this Section 2.03 shall survive
        delivery of the respective Mortgage Files to the Trustee for the benefit
        of the
        Certificateholders.

       

      
        	
                SECTION
                  2.04.  

              	
                Representations
                  and Warranties of the Depositor as to
                  the

              


      

      
        	
                 

              	
                Mortgage
                  Loans.

              


      

       

      The
        Depositor hereby represents and warrants to the Trustee with respect to each
        Mortgage Loan as of the date hereof or such other date set forth herein that
        as
        of the Closing Date, and following the transfer of the Mortgage Loans to
        it by
        each Seller, the Depositor had good title to the Mortgage Loans and the Mortgage
        Notes were subject to no offsets, defenses or counterclaims.

       

      The
        Depositor hereby assigns, transfers and conveys to the Trustee all of its
        rights
        with respect to the Mortgage Loans including, without limitation, the
        representations and warranties of each Seller made pursuant to Section
        2.03(a)(ii) hereof, together with all rights of the Depositor to require
        each
        Seller to cure any breach thereof or to repurchase or substitute for any
        affected Mortgage Loan in accordance with this Agreement.

       

      It
        is
        understood and agreed that the representations and warranties set forth in
        this
        Section 2.04 shall survive delivery of the Mortgage Files to the
        Trustee.  Upon discovery by the Depositor or the Trustee of a breach
        of any of the foregoing representations and warranties set forth in this
        Section
        2.04 

       

      
        
          
          

        

        
          II-8

          
            

          

        

        
          
          

        

      

       

      (referred
        to herein as a “breach”), which breach materially and adversely affects the
        interest of the Certificateholders, the party discovering such breach shall
        give
        prompt written notice to the others and to each Rating Agency.

       

      
        	
                SECTION
                  2.05.  

              	
                Delivery
                  of Opinion of Counsel in Connection with
                  Substitutions.

              


      

       

      (a)  Notwithstanding
        any contrary provision of this Agreement, no substitution pursuant to Section
        2.02 or Section 2.03 shall be made more than 90 days after the Closing Date
        unless Countrywide delivers to the Trustee an Opinion of Counsel, which Opinion
        of Counsel shall not be at the expense of either the Trustee or the Trust
        Fund,
        addressed to the Trustee, to the effect that such substitution will not (i)
        result in the imposition of the tax on “prohibited transactions” on the Trust
        Fund or contributions after the Startup Date, as defined in Sections 860F(a)(2)
        and 860G(d) of the Code, respectively, or (ii) cause each REMIC created
        hereunder to fail to qualify as a REMIC at any time that any Certificates
        are
        outstanding.

       

      (b)  Upon
        discovery by the Depositor, a Seller, the Master Servicer, or the Trustee
        that
        any Mortgage Loan does not constitute a “qualified mortgage” within the meaning
        of Section 860G(a)(3) of the Code, the party discovering such fact shall
        promptly (and in any event within five (5) Business Days of discovery) give
        written notice thereof to the other parties.  In connection therewith,
        the Trustee shall require Countrywide (on its own behalf and on behalf of
        Park
        Granada, Park Monaco and Park Sienna), at its option, to either (i) substitute,
        if the conditions in Section 2.03(c) with respect to substitutions are
        satisfied, a Substitute Mortgage Loan for the affected Mortgage Loan, or
        (ii)
        repurchase the affected Mortgage Loan within 90 days of such discovery in
        the
        same manner as it would a Mortgage Loan for a breach of representation or
        warranty made pursuant to Section 2.03.  The Trustee shall reconvey to
        Countrywide the Mortgage Loan to be released pursuant hereto in the same
        manner,
        and on the same terms and conditions, as it would a Mortgage Loan repurchased
        for breach of a representation or warranty contained in Section
        2.03.

       

      
        	
                SECTION
                  2.06.  

              	
                Execution
                  and Delivery of Certificates.

              


      

       

      The
        Trustee acknowledges the transfer and assignment to it of the Trust Fund
        and,
        concurrently with such transfer and assignment, has executed and delivered
        to or
        upon the order of the Depositor, the Certificates in authorized denominations
        evidencing directly or indirectly the entire ownership of the Trust
        Fund.  The Trustee agrees to hold the Trust Fund and exercise the
        rights referred to above for the benefit of all present and future Holders
        of
        the Certificates and to perform the duties set forth in this Agreement, to
        the
        end that the interests of the Holders of the Certificates may be adequately
        and
        effectively protected.

       

      
        	
                SECTION
                  2.07.  

              	
                REMIC
                  Matters.

              


      

       

      The
        Preliminary Statement sets forth the designations and “latest possible maturity
        date” for federal income tax purposes of all interests created
        hereby.  The “Startup Day” for purposes of the REMIC Provisions shall
        be the Closing Date.  The “tax matters person” with respect to each
        REMIC hereunder shall be the Trustee and the Trustee shall hold the Tax Matters
        Person Certificate.  Each REMIC’s fiscal year shall be the calendar
        year.

       

      
        
          
          

        

        
          II-9

          
            

          

        

        
          
          

        

      

      
        	
                SECTION
                  2.08.  

              	
                Covenants
                  of the Master Servicer.

              


      

       

      The
        Master Servicer hereby covenants to the Depositor and the Trustee as
        follows:

       

      (a)  the
        Master Servicer shall comply in the performance of its obligations under
        this
        Agreement with all reasonable rules and requirements of the insurer under
        each
        Required Insurance Policy; and

       

      (b)  no
        written information, certificate of an officer, statement furnished in writing
        or written report delivered to the Depositor, any affiliate of the Depositor
        or
        the Trustee and prepared by the Master Servicer pursuant to this Agreement
        will
        contain any untrue statement of a material fact or omit to state a material
        fact
        necessary to make such information, certificate, statement or report not
        misleading.

       

      
        
          
          

        

        
          II-10

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        III


       

      ADMINISTRATION
        AND SERVICING

      OF
        MORTGAGE LOANS

       

      
        	
                SECTION
                  3.01.  

              	
                Master
                  Servicer to Service Mortgage
                  Loans.

              


      

       

      For
        and
        on behalf of the Certificateholders, the Master Servicer shall service and
        administer the Mortgage Loans in accordance with the terms of this Agreement
        and
        customary and usual standards of practice of prudent mortgage loan
        servicers.  In connection with such servicing and administration, the
        Master Servicer shall have full power and authority, acting alone and/or
        through
        Subservicers as provided in Section 3.02 hereof, subject to the terms hereof
        (i)
        to execute and deliver, on behalf of the Certificateholders and the Trustee,
        customary consents or waivers and other instruments and documents, (ii) to
        consent to transfers of any Mortgaged Property and assumptions of the Mortgage
        Notes and related Mortgages (but only in the manner provided in this Agreement),
        (iii) to collect any Insurance Proceeds and other Liquidation Proceeds (which,
        for the purpose of this Section, includes any Subsequent Recoveries), and
        (iv)
        to effectuate foreclosure or other conversion of the ownership of the Mortgaged
        Property securing any Mortgage Loan; provided that the Master Servicer shall
        not
        take any action that is inconsistent with or prejudices the interests of
        the
        Trust Fund or the Certificateholders in any Mortgage Loan or the rights and
        interests of the Depositor, the Trustee and the Certificateholders under
        this
        Agreement.  The Master Servicer shall represent and protect the
        interests of the Trust Fund in the same manner as it protects its own interests
        in mortgage loans in its own portfolio in any claim, proceeding or litigation
        regarding a Mortgage Loan, and shall not make or permit any modification,
        waiver
        or amendment of any Mortgage Loan which would cause any REMIC created hereunder
        to fail to qualify as a REMIC or result in the imposition of any tax under
        Section 860F(a) or Section 860G(d) of the Code.  Without limiting the
        generality of the foregoing, the Master Servicer, in its own name or in the
        name
        of the Depositor and the Trustee, is hereby authorized and empowered by the
        Depositor and the Trustee, when the Master Servicer believes it appropriate
        in
        its reasonable judgment, to execute and deliver, on behalf of the Trustee,
        the
        Depositor, the Certificateholders or any of them, any and all instruments
        of
        satisfaction or cancellation, or of partial or full release or discharge
        and all
        other comparable instruments, with respect to the Mortgage Loans, and with
        respect to the Mortgaged Properties held for the benefit of the
        Certificateholders.  The Master Servicer shall prepare and deliver to
        the Depositor and/or the Trustee such documents requiring execution and delivery
        by either or both of them as are necessary or appropriate to enable the Master
        Servicer to service and administer the Mortgage Loans to the extent that
        the
        Master Servicer is not permitted to execute and deliver such documents pursuant
        to the preceding sentence.  Upon receipt of such documents, the
        Depositor and/or the Trustee shall execute such documents and deliver them
        to
        the Master Servicer.  The Master Servicer further is authorized and
        empowered by the Trustee, on behalf of the Certificateholders and the Trustee,
        in its own name or in the name of the Subservicer, when the Master Servicer
        or
        the Subservicer, as the case may be, believes it appropriate in its best
        judgment to register any Mortgage Loan on the MERS® System, or cause the removal
        from the registration of any Mortgage Loan on the MERS® System, to execute and
        deliver, on behalf of the Trustee and the Certificateholders or any of them,
        any
        and all instruments of assignment and other comparable instruments with respect
        to such assignment or re-recording of a Mortgage in the name of MERS, solely
        as
        nominee for the Trustee and its successors and assigns.

       

      In
        accordance with the standards of the preceding paragraph, the Master Servicer
        shall advance or cause to be advanced funds as necessary for the purpose
        of
        effecting the payment of taxes and assessments on the Mortgaged Properties,
        which advances shall be reimbursable in the first instance from related
        collections from the Mortgagors pursuant to Section 3.06, and further as
        provided in Section 3.08.  The costs incurred by the Master Servicer,
        if any, in effecting the timely payments of taxes and assessments on the
        Mortgaged Properties and related insurance premiums shall not, for the purpose
        of 

       

      
        
          
          

        

        
          III-1

          
            

          

        

        
          
          

        

      

       

      calculating
        monthly distributions to the Certificateholders, be added to the Stated
        Principal Balances of the related Mortgage Loans, notwithstanding that the
        terms
        of such Mortgage Loans so permit.

       

      
        	
                SECTION
                  3.02.  

              	
                Subservicing;
                  Enforcement of the Obligations of
                  Subservicers.

              


      

       

      (a)  The
        Master Servicer may arrange for the subservicing of any Mortgage Loan by
        a
        Subservicer pursuant to a subservicing agreement; provided, however, that
        such
        subservicing arrangement and the terms of the related subservicing agreement
        must provide for the servicing of such Mortgage Loans in a manner consistent
        with the servicing arrangements contemplated hereunder.  Unless the
        context otherwise requires, references in this Agreement to actions taken
        or to
        be taken by the Master Servicer in servicing the Mortgage Loans include actions
        taken or to be taken by a Subservicer on behalf of the Master
        Servicer.  Notwithstanding the provisions of any subservicing
        agreement, any of the provisions of this Agreement relating to agreements
        or
        arrangements between the Master Servicer and a Subservicer or reference to
        actions taken through a Subservicer or otherwise, the Master Servicer shall
        remain obligated and liable to the Depositor, the Trustee and the
        Certificateholders for the servicing and administration of the Mortgage Loans
        in
        accordance with the provisions of this Agreement without diminution of such
        obligation or liability by virtue of such subservicing agreements or
        arrangements or by virtue of indemnification from the Subservicer and to
        the
        same extent and under the same terms and conditions as if the Master Servicer
        alone were servicing and administering the Mortgage Loans.  All
        actions of each Subservicer performed pursuant to the related subservicing
        agreement shall be performed as an agent of the Master Servicer with the
        same
        force and effect as if performed directly by the Master Servicer.

       

      (b)  For
        purposes of this Agreement, the Master Servicer shall be deemed to have received
        any collections, recoveries or payments with respect to the Mortgage Loans
        that
        are received by a Subservicer regardless of whether such payments are remitted
        by the Subservicer to the Master Servicer.

       

      
        	
                SECTION
                  3.03.  

              	
                Rights
                  of the Depositor and the Trustee in Respect of the Master
                  Servicer.

              


      

       

      The
        Depositor may, but is not obligated to, enforce the obligations of the Master
        Servicer hereunder and may, but is not obligated to, perform, or cause a
        designee to perform, any defaulted obligation of the Master Servicer hereunder
        and in connection with any such defaulted obligation to exercise the related
        rights of the Master Servicer hereunder; provided that the Master Servicer
        shall
        not be relieved of any of its obligations hereunder by virtue of such
        performance by the Depositor or its designee.  Neither the Trustee nor
        the Depositor shall have any responsibility or liability for any action or
        failure to act by the Master Servicer nor shall the Trustee or the Depositor
        be
        obligated to supervise the performance of the Master Servicer hereunder or
        otherwise.

       

      
        	
                SECTION
                  3.04.  

              	
                Trustee
                  to Act as Master Servicer.

              


      

       

      In
        the
        event that the Master Servicer shall for any reason no longer be the Master
        Servicer hereunder (including by reason of an Event of Default or termination
        by
        the Depositor), the Trustee or its successor shall thereupon assume all of
        the
        rights and obligations of the Master Servicer hereunder arising thereafter
        (except that the Trustee shall not be (i) liable for losses of the Master
        Servicer pursuant to Section 3.09 hereof or any acts or omissions of the
        predecessor Master Servicer hereunder), (ii) obligated to make Advances if
        it is
        prohibited from doing so by applicable law, (iii) obligated to effectuate
        repurchases or substitutions of Mortgage Loans hereunder including, but not
        limited to, repurchases or substitutions of Mortgage Loans pursuant to Section
        2.02 or 2.03 hereof, (iv) responsible for expenses of the Master Servicer
        pursuant to Section 2.03 or (v) deemed to have made any representations and
        warranties of the Master Servicer hereunder).  Any such assumption
        shall be subject to Section 7.02 

       

       

      
        
          
          

        

        
          III-2

          
            

          

        

        
          
          

        

      

       

      hereof.  If
        the Master Servicer shall for any reason no longer be the Master Servicer
        (including by reason of any Event of Default or termination by the Depositor),
        the Trustee or its successor shall succeed to any rights and obligations
        of the
        Master Servicer under each subservicing agreement.

       

      The
        Master Servicer shall, upon request of the Trustee, but at the expense of
        the
        Master Servicer, deliver to the assuming party all documents and records
        relating to each subservicing agreement or substitute subservicing agreement
        and
        the Mortgage Loans then being serviced thereunder and an accounting of amounts
        collected or held by it and otherwise use its best efforts to effect the
        orderly
        and efficient transfer of the substitute subservicing agreement to the assuming
        party.

       

      
        	
                SECTION
                  3.05.  

              	
                Collection
                  of Mortgage Loan Payments; Certificate Account; Distribution Account;
                  the
                  Principal Reserve Fund.

              


      

       

      (a)  The
        Master Servicer shall make reasonable efforts in accordance with the customary
        and usual standards of practice of prudent mortgage servicers to collect
        all
        payments called for under the terms and provisions of the Mortgage Loans
        to the
        extent such procedures shall be consistent with this Agreement and the terms
        and
        provisions of any related Required Insurance Policy.  Consistent with
        the foregoing, the Master Servicer may in its discretion (i) waive any late
        payment charge or any penalty interest in connection with the prepayment
        of a
        Mortgage Loan and (ii) extend the due dates for payments due on a Mortgage
        Note for a period not greater than 180 days; provided, however, that the
        Master
        Servicer cannot extend the maturity of any such Mortgage Loan past the date
        on
        which the final payment is due on the latest maturing Mortgage Loan as of
        the
        Cut-off Date.  In the event of any such arrangement, the Master
        Servicer shall make Advances on the related Mortgage Loan in accordance with
        the
        provisions of Section 4.01 during the scheduled period in accordance with
        the
        amortization schedule of such Mortgage Loan without modification thereof
        by
        reason of such arrangements.  The Master Servicer shall not be
        required to institute or join in litigation with respect to collection of
        any
        payment (whether under a Mortgage, Mortgage Note or otherwise or against
        any
        public or governmental authority with respect to a taking or condemnation)
        if it
        reasonably believes that enforcing the provision of the Mortgage or other
        instrument pursuant to which such payment is required is prohibited by
        applicable law.

       

      (b)  The
        Master Servicer shall establish and maintain a Certificate Account into which
        the Master Servicer shall deposit or cause to be deposited no later than
        two
        Business Days after receipt (or, if the current long-term credit rating of
        Countrywide is reduced below “A-” by S&P or Fitch,  or “A3” by
        Moody’s, the Master Servicer shall deposit or cause to be deposited on a daily
        basis within one Business Day of receipt), except as otherwise specifically
        provided herein, the following payments and collections remitted by Subservicers
        or received by it in respect of Mortgage Loans subsequent to the Cut-off
        Date
        (other than in respect of principal and interest due on the Mortgage Loans
        on or
        before the Cut-off Date) and the following amounts required to be deposited
        hereunder:

       

      (i)  all
        payments on account of principal on the Mortgage Loans, including Principal
        Prepayments;

       

      (ii)  all
        payments on account of interest on the Mortgage Loans, net of the related
        Master
        Servicing Fee and Prepayment Interest Excess;

       

      (iii)  all
        payments on account of Prepayment Charges on the Mortgage Loans;

       

      (iv)  all
        Insurance Proceeds, Subsequent Recoveries and Liquidation Proceeds, other
        than
        proceeds to be applied to the restoration or repair of the Mortgaged Property
        or
        released to the Mortgagor in accordance with the Master Servicer’s normal
        servicing procedures;

       

      
        
          
          

        

        
          III-3

          
            

          

        

        
          
          

        

      

      (v)  any
        amount required to be deposited by the Master Servicer or the Depositor pursuant
        to Section 3.05(e) in connection with any losses on Permitted Investments
        for
        which it is responsible;

       

      (vi)  any
        amounts required to be deposited by the Master Servicer pursuant to Section
        3.09(c) and in respect of net monthly income from REO Property pursuant to
        Section 3.11 hereof;

       

      (vii)  all
        Substitution Adjustment Amounts;

       

      (viii)  all
        Advances made by the Master Servicer pursuant to Section 4.01; and

       

      (ix)  any
        other
        amounts required to be deposited hereunder.

       

      In
        addition, with respect to any Mortgage Loan that is subject to a buydown
        agreement, on each Due Date for such Mortgage Loan, in addition to the monthly
        payment remitted by the Mortgagor, the Master Servicer shall cause funds
        to be
        deposited into the Certificate Account in an amount required to cause an
        amount
        of interest to be paid with respect to such Mortgage Loan equal to the amount
        of
        interest that has accrued on such Mortgage Loan from the preceding Due Date
        at
        the Mortgage Rate net of the related Master Servicing Fee.

       

      The
        foregoing requirements for remittance by the Master Servicer shall be exclusive,
        it being understood and agreed that, without limiting the generality of the
        foregoing, payments in the nature of late payment charges or assumption fees,
        if
        collected, need not be remitted by the Master Servicer.  In the event
        that the Master Servicer shall remit any amount not required to be remitted,
        it
        may at any time withdraw or direct the institution maintaining the Certificate
        Account to withdraw such amount from the Certificate Account, any provision
        herein to the contrary notwithstanding.  Such withdrawal or direction
        may be accomplished by delivering written notice thereof to the Trustee or
        such
        other institution maintaining the Certificate Account which describes the
        amounts deposited in error in the Certificate Account.  The Master
        Servicer shall maintain adequate records with respect to all withdrawals
        made
        pursuant to this Section.  All funds deposited in the Certificate
        Account shall be held in trust for the Certificateholders until withdrawn
        in
        accordance with Section 3.08.

       

      (c)  [Reserved].

       

      (d)  The
        Trustee shall establish and maintain, on behalf of the Certificateholders,
        the
        Distribution Account.  The Trustee shall, promptly upon receipt,
        deposit in the Distribution Account and retain therein the
        following:

       

      (i)  the
        aggregate amount remitted by the Master Servicer to the Trustee pursuant
        to
        Section 3.08(a)(ix);

       

      (ii)  any
        amount deposited by the Master Servicer or the Depositor pursuant to Section
        3.05(e) in connection with any losses on Permitted Investments for which
        it is
        responsible; and

       

      (iii)  any
        other
        amounts deposited hereunder which are required to be deposited in the
        Distribution Account.

       

      In
        the
        event that the Master Servicer shall remit any amount not required to be
        remitted, it may at any time direct the Trustee to withdraw such amount from
        the
        Distribution Account, any provision herein to the contrary
        notwithstanding.  Such direction may be accomplished by delivering an
        Officer’s 

       

      
        
          
          

        

        
          III-4

          
            

          

        

        
          
          

        

      

       

      Certificate
        to the Trustee which describes the amounts deposited in error in the
        Distribution Account.  All funds deposited in the Distribution Account
        shall be held by the Trustee in trust for the Certificateholders until disbursed
        in accordance with this Agreement or withdrawn in accordance with Section
        3.08.  In no event shall the Trustee incur liability for withdrawals
        from the Distribution Account at the direction of the Master
        Servicer.

       

      (e)  Each
        institution at which the Certificate Account or the Distribution Account
        is
        maintained shall invest the funds therein as directed in writing by the Master
        Servicer in Permitted Investments, which shall mature not later than (i)
        in the
        case of the Certificate Account, the second Business Day next preceding the
        related Distribution Account Deposit Date (except that if such Permitted
        Investment is an obligation of the institution that maintains such account,
        then
        such Permitted Investment shall mature not later than the Business Day next
        preceding such Distribution Account Deposit Date) and (ii) in the case of
        the
        Distribution Account, the Business Day next preceding the Distribution Date
        (except that if such Permitted Investment is an obligation of the institution
        that maintains such fund or account, then such Permitted Investment shall
        mature
        not later than such Distribution Date) and, in each case, shall not be sold
        or
        disposed of prior to its maturity.  All such Permitted Investments
        shall be made in the name of the Trustee, for the benefit of the
        Certificateholders.  All income and gain net of any losses realized
        from any such investment of funds on deposit in the Certificate Account,
        or the
        Distribution Account shall be for the benefit of the Master Servicer as
        servicing compensation and shall be remitted to it monthly as provided
        herein.  The amount of any realized losses in the Certificate Account
        or the Distribution Account incurred in any such account in respect of any
        such
        investments shall promptly be deposited by the Master Servicer in the
        Certificate Account or paid to the Trustee for deposit into the Distribution
        Account, as applicable.  The Trustee in its fiduciary capacity shall
        not be liable for the amount of any loss incurred in respect of any investment
        or lack of investment of funds held in the Certificate Account or the
        Distribution Account and made in accordance with this Section 3.05.

       

      (f)  The
        Master Servicer shall give notice to the Trustee, each Seller, each Rating
        Agency and the Depositor of any proposed change of the location of the
        Certificate Account prior to any change thereof.  The Trustee shall
        give notice to the Master Servicer, each Seller, each Rating Agency and the
        Depositor of any proposed change of the location of the Distribution Account
        or
        the Principal Reserve Fund prior to any change thereof.

       

      (g)  The
        Trustee shall establish and maintain, on behalf of the Class P
        Certificateholders, a Principal Reserve Fund in the name of the
        Trustee.  On the Closing Date, the Depositor shall deposit into the
        Principal Reserve Fund $100.  Funds on deposit in the Principal
        Reserve Fund shall not be invested.

       

      
        	
                SECTION
                  3.06.  

              	
                Collection
                  of Taxes, Assessments and Similar Items; Escrow
                  Accounts.

              


      

       

      (a)  To
        the
        extent required by the related Mortgage Note and not violative of current
        law,
        the Master Servicer shall establish and maintain one or more accounts (each,
        an
“Escrow Account”) and deposit and retain therein all collections from the
        Mortgagors (or advances by the Master Servicer) for the payment of taxes,
        assessments, hazard insurance premiums or comparable items for the account
        of
        the Mortgagors.  Nothing herein shall require the Master Servicer to
        compel a Mortgagor to establish an Escrow Account in violation of applicable
        law.

       

      (b)  Withdrawals
        of amounts so collected from the Escrow Accounts may be made only to effect
        timely payment of taxes, assessments, hazard insurance premiums, condominium
        or
        PUD association dues, or comparable items, to reimburse the Master Servicer
        out
        of related collections for any payments made pursuant to Sections 3.01 hereof
        (with respect to taxes and assessments and insurance 

       

       

      
        
          
          

        

        
          III-5

          
            

          

        

        
          
          

        

      

       

      premiums)
        and 3.09 hereof (with respect to hazard insurance), to refund to any Mortgagors
        any sums determined to be overages, to pay interest, if required by law or
        the
        terms of the related Mortgage or Mortgage Note, to Mortgagors on balances
        in the
        Escrow Account or to clear and terminate the Escrow Account at the termination
        of this Agreement in accordance with Section 9.01 hereof.  The Escrow
        Accounts shall not be a part of the Trust Fund.

       

      (c)  The
        Master Servicer shall advance any payments referred to in Section 3.06(a)
        that
        are not timely paid by the Mortgagors on the date when the tax, premium or
        other
        cost for which such payment is intended is due, but the Master Servicer shall
        be
        required so to advance only to the extent that such advances, in the good
        faith
        judgment of the Master Servicer, will be recoverable by the Master Servicer
        out
        of Insurance Proceeds, Liquidation Proceeds or otherwise.

       

      
        	
                SECTION
                  3.07.  

              	
                Access
                  to Certain Documentation and Information Regarding the Mortgage
                  Loans.

              


      

       

      The
        Master Servicer shall afford each Seller, the Depositor and the Trustee
        reasonable access to all records and documentation regarding the Mortgage
        Loans
        and all accounts, insurance information and other matters relating to this
        Agreement, such access being afforded without charge, but only upon reasonable
        request and during normal business hours at the office designated by the
        Master
        Servicer.

       

      Upon
        reasonable advance notice in writing, the Master Servicer will provide to
        each
        Certificateholder and/or Certificate Owner which is a savings and loan
        association, bank or insurance company certain reports and reasonable access
        to
        information and documentation regarding the Mortgage Loans sufficient to
        permit
        such Certificateholder and/or Certificate Owner to comply with applicable
        regulations of the OTS or other regulatory authorities with respect to
        investment in the Certificates; provided that the Master Servicer shall be
        entitled to be reimbursed by each such Certificateholder and/or Certificate
        Owner for actual expenses incurred by the Master Servicer in providing such
        reports and access.

       

      
        	
                SECTION
                  3.08.  

              	
                Permitted
                  Withdrawals from the Certificate Account, the Distribution Account
                  and the
                  Principal Reserve Fund.

              


      

       

      (a)  The
        Master Servicer may from time to time make withdrawals from the Certificate
        Account for the following purposes:

       

      (i)  to
        pay to
        the Master Servicer (to the extent not previously retained by the Master
        Servicer) the servicing compensation to which it is entitled pursuant to
        Section
        3.14, and to pay to the Master Servicer, as additional servicing compensation,
        earnings on or investment income with respect to funds in or credited to
        the
        Certificate Account;

       

      (ii)  to
        reimburse each of the Master Servicer and the Trustee for unreimbursed Advances
        made by it, such right of reimbursement pursuant to this subclause (ii) being
        limited to amounts received on the Mortgage Loan(s) in respect of which any
        such
        Advance was made;

       

      (iii)  to
        reimburse each of the Master Servicer and the Trustee for any Nonrecoverable
        Advance previously made by it;

       

      (iv)  to
        reimburse the Master Servicer for Insured Expenses from the related Insurance
        Proceeds;

       

      
        
          
          

        

        
          III-6

          
            

          

        

        
          
          

        

      

      (v)  to
        reimburse the Master Servicer for (a) unreimbursed Servicing Advances, the
        Master Servicer’s right to reimbursement pursuant to this clause (a) with
        respect to any Mortgage Loan being limited to amounts received on such Mortgage
        Loan(s) which represent late recoveries of the payments for which such advances
        were made pursuant to Section 3.01 or Section 3.06 and (b) for unpaid Master
        Servicing Fees as provided in Section 3.11 hereof;

       

      (vi)  to
        pay to
        the purchaser, with respect to each Mortgage Loan or property acquired in
        respect thereof that has been purchased pursuant to Section 2.02, 2.03 or
        3.11,
        all amounts received thereon after the date of such purchase;

       

      (vii)  to
        reimburse the Sellers, the Master Servicer or the Depositor for expenses
        incurred by any of them and reimbursable pursuant to Section 6.03
        hereof;

       

      (viii)  to
        withdraw any amount deposited in the Certificate Account and not required
        to be
        deposited therein;

       

      (ix)  on
        or
        prior to the Distribution Account Deposit Date, to withdraw an amount equal
        to
        the sum of (a) the related Available Funds, (b) the related Prepayment Charge
        Amount and (c) the Trustee Fee for such Distribution Date and remit such
        amount
        to the Trustee for deposit in the Distribution Account; and

       

      (x)  to
        clear
        and terminate the Certificate Account upon termination of this Agreement
        pursuant to Section 9.01 hereof.

       

      The
        Master Servicer shall keep and maintain separate accounting, on a Mortgage
        Loan
        by Mortgage Loan basis, for the purpose of justifying any withdrawal from
        the
        Certificate Account pursuant to such subclauses (i), (ii), (iv), (v) and
        (vi).  Prior to making any withdrawal from the Certificate Account
        pursuant to subclause (iii), the Master Servicer shall deliver to the Trustee
        an
        Officer’s Certificate of a Servicing Officer indicating the amount of any
        previous Advance determined by the Master Servicer to be a Nonrecoverable
        Advance and identifying the related Mortgage Loans(s), and their respective
        portions of such Nonrecoverable Advance.

       

      (b)  The
        Trustee shall withdraw funds from the Distribution Account for distributions
        to
        Certificateholders in the manner specified in this Agreement (and to withhold
        from the amounts so withdrawn, the amount of any taxes that it is authorized
        to
        withhold pursuant to the third paragraph of Section 8.11).  In
        addition, the Trustee may from time to time make withdrawals from the
        Distribution Account for the following purposes:

       

      (i)  to
        pay to
        itself the Trustee Fee for the related Distribution Date;

       

      (ii)  to
        pay to
        the Master Servicer as additional servicing compensation earnings on or
        investment income with respect to funds in the Distribution
        Account;

       

      (iii)  to
        withdraw and return to the Master Servicer any amount deposited in the
        Distribution Account and not required to be deposited therein;

       

      (iv)  to
        reimburse the Trustee for any unreimbursed Advances made by it pursuant to
        Section 4.01(b) hereof, such right of reimbursement pursuant to this subclause
        (iv) being limited to (x) amounts received on the related Mortgage Loan(s)
        in
        respect of which any such Advance was made and (y) amounts not otherwise
        reimbursed to the Trustee pursuant to Section 3.08(a)(ii) hereof;

       

      
        
          
          

        

        
          III-7

          
            

          

        

        
          
          

        

      

      (v)  to
        reimburse the Trustee for any Nonrecoverable Advance previously made by the
        Trustee pursuant to Section 4.01(b) hereof, such right of reimbursement pursuant
        to this subclause (v) being limited to amounts not otherwise reimbursed to
        the
        Trustee pursuant to Section 3.08(a)(iii) hereof; and

       

      (vi)  to
        clear
        and terminate the Distribution Account upon termination of the Agreement
        pursuant to Section 9.01 hereof.

       

      (c)  On
        the
        Business Day before the Class P Principal Distribution Date, the Trustee
        shall
        transfer from the Principal Reserve Fund to the Distribution Account $100
        and
        shall distribute such amount to the Class P Certificates on the Class P
        Principal Distribution Date.  Following the distributions to be made
        in accordance with the preceding sentence, the Trustee shall then terminate
        the
        Principal Reserve Fund.

       

      
        	
                SECTION
                  3.09.  

              	
                Maintenance
                  of Hazard Insurance; Maintenance of Primary Insurance
                  Policies.

              


      

       

      (a)  The
        Master Servicer shall cause to be maintained, for each Mortgage Loan, hazard
        insurance with extended coverage in an amount that is at least equal to the
        lesser of (i) the maximum insurable value of the improvements securing such
        Mortgage Loan or (ii) the greater of (y) the outstanding principal balance
        of
        the Mortgage Loan and (z) an amount such that the proceeds of such policy
        shall
        be sufficient to prevent the Mortgagor and/or the mortgagee from becoming
        a
        co-insurer.  Each such policy of standard hazard insurance shall
        contain, or have an accompanying endorsement that contains, a standard mortgagee
        clause.  Any amounts collected by the Master Servicer under any such
        policies (other than the amounts to be applied to the restoration or repair
        of
        the related Mortgaged Property or amounts released to the Mortgagor in
        accordance with the Master Servicer’s normal servicing procedures) shall be
        deposited in the Certificate Account.  Any cost incurred by the Master
        Servicer in maintaining any such insurance shall not, for the purpose of
        calculating monthly distributions to the Certificateholders or remittances
        to
        the Trustee for their benefit, be added to the principal balance of the Mortgage
        Loan, notwithstanding that the terms of the Mortgage Loan so
        permit.  Such costs shall be recoverable by the Master Servicer out of
        late payments by the related Mortgagor or out of the proceeds of liquidation
        of
        the Mortgage Loan or Subsequent Recoveries to the extent permitted by Section
        3.08 hereof.  It is understood and agreed that no earthquake or other
        additional insurance is to be required of any Mortgagor or maintained on
        property acquired in respect of a Mortgage other than pursuant to such
        applicable laws and regulations as shall at any time be in force and as shall
        require such additional insurance.  If the Mortgaged Property is
        located at the time of origination of the Mortgage Loan in a federally
        designated special flood hazard area and such area is participating in the
        national flood insurance program, the Master Servicer shall cause flood
        insurance to be maintained with respect to such Mortgage Loan.  Such
        flood insurance shall be in an amount equal to the least of (i) the outstanding
        principal balance of the related Mortgage Loan, (ii) the replacement value
        of
        the improvements which are part of such Mortgaged Property, and (iii) the
        maximum amount of such insurance available for the related Mortgaged Property
        under the national flood insurance program.

       

      (b)  The
        Master Servicer shall not take any action which would result in non-coverage
        under any applicable Primary Insurance Policy of any loss which, but for
        the
        actions of the Master Servicer, would have been covered
        thereunder.  The Master Servicer shall not cancel or refuse to renew
        any such Primary Insurance Policy that is in effect at the date of the initial
        issuance of the Certificates and is required to be kept in force hereunder
        unless the replacement Primary Insurance Policy for such canceled or non-renewed
        policy is maintained with a Qualified Insurer.

       

      
        
          
          

        

        
          III-8

          
            

          

        

        
          
          

        

      

      Except
        with respect to any Lender PMI Mortgage Loans, the Master Servicer shall
        not be
        required to maintain any Primary Insurance Policy (i) with respect to any
        Mortgage Loan with a Loan-to-Value Ratio less than or equal to 80% as of
        any
        date of determination or, based on a new appraisal, the principal balance
        of
        such Mortgage Loan represents 80% or less of the new appraised value or (ii)
        if
        maintaining such Primary Insurance Policy is prohibited by applicable
        law.  With respect to the Lender PMI Mortgage Loans, the Master
        Servicer shall maintain the Primary Insurance Policy for the life of such
        Mortgage Loans, unless otherwise provided for in the related Mortgage Note
        or
        prohibited by law.

       

      The
        Master Servicer agrees to effect the timely payment of the premiums on each
        Primary Insurance Policy, and such costs not otherwise recoverable shall
        be
        recoverable by the Master Servicer from the related proceeds of liquidation
        and
        Subsequent Recoveries.

       

      (c)  In
        connection with its activities as Master Servicer of the Mortgage Loans,
        the
        Master Servicer agrees to present on behalf of itself, the Trustee and
        Certificateholders, claims to the insurer under any Primary Insurance Policies
        and, in this regard, to take such reasonable action as shall be necessary
        to
        permit recovery under any Primary Insurance Policies respecting defaulted
        Mortgage Loans.  Any amounts collected by the Master Servicer under
        any Primary Insurance Policies shall be deposited in the Certificate
        Account.

       

      
        	
                SECTION
                  3.10.  

              	
                Enforcement
                  of Due-on-Sale Clauses; Assumption
                  Agreements.

              


      

       

      (a)  Except
        as
        otherwise provided in this Section, when any property subject to a Mortgage
        has
        been conveyed by the Mortgagor, the Master Servicer shall to the extent that
        it
        has knowledge of such conveyance, enforce any due-on-sale clause contained
        in
        any Mortgage Note or Mortgage, to the extent permitted under applicable law
        and
        governmental regulations, but only to the extent that such enforcement will
        not
        adversely affect or jeopardize coverage under any Required Insurance
        Policy.  Notwithstanding the foregoing, the Master Servicer is not
        required to exercise such rights with respect to a Mortgage Loan if the Person
        to whom the related Mortgaged Property has been conveyed or is proposed to
        be
        conveyed satisfies the terms and conditions contained in the Mortgage Note
        and
        Mortgage related thereto and the consent of the mortgagee under such Mortgage
        Note or Mortgage is not otherwise so required under such Mortgage Note or
        Mortgage as a condition to such transfer.  In the event that the
        Master Servicer is prohibited by law from enforcing any such due-on-sale
        clause,
        or if coverage under any Required Insurance Policy would be adversely affected,
        or if nonenforcement is otherwise permitted hereunder, the Master Servicer
        is
        authorized, subject to Section 3.10(b), to take or enter into an assumption
        and
        modification agreement from or with the person to whom such property has
        been or
        is about to be conveyed, pursuant to which such person becomes liable under
        the
        Mortgage Note and, unless prohibited by applicable state law, the Mortgagor
        remains liable thereon, provided that the Mortgage Loan shall continue to
        be
        covered (if so covered before the Master Servicer enters such agreement)
        by the
        applicable Required Insurance Policies.  The Master Servicer, subject
        to Section 3.10(b), is also authorized with the prior approval of the insurers
        under any Required Insurance Policies to enter into a substitution of liability
        agreement with such Person, pursuant to which the original Mortgagor is released
        from liability and such Person is substituted as Mortgagor and becomes liable
        under the Mortgage Note.  Notwithstanding the foregoing, the Master
        Servicer shall not be deemed to be in default under this Section by reason
        of
        any transfer or assumption which the Master Servicer reasonably believes
        it is
        restricted by law from preventing, for any reason whatsoever.

       

      (b)  Subject
        to the Master Servicer’s duty to enforce any due-on-sale clause to the extent
        set forth in Section 3.10(a) hereof, in any case in which a Mortgaged Property
        has been conveyed to a Person by a Mortgagor, and such Person is to enter
        into
        an assumption agreement or modification agreement or supplement to the Mortgage
        Note or Mortgage that requires the signature of the Trustee, or if an instrument
        of release signed by the Trustee is required releasing the Mortgagor from
        liability on the 

       

       

       

       

      
        
          
          

        

        
          III-9

          
            

          

        

        
          
          

        

      

       

      Mortgage
        Loan, the Master Servicer shall prepare and deliver or cause to be prepared
        and
        delivered to the Trustee for signature and shall direct, in writing, the
        Trustee
        to execute the assumption agreement with the Person to whom the Mortgaged
        Property is to be conveyed and such modification agreement or supplement
        to the
        Mortgage Note or Mortgage or other instruments as are reasonable or necessary
        to
        carry out the terms of the Mortgage Note or Mortgage or otherwise to comply
        with
        any applicable laws regarding assumptions or the transfer of the Mortgaged
        Property to such Person.  In connection with any such assumption, no
        material term of the Mortgage Note may be changed.  In addition, the
        substitute Mortgagor and the Mortgaged Property must be acceptable to the
        Master
        Servicer in accordance with its underwriting standards as then in
        effect.  Together with each such substitution, assumption or other
        agreement or instrument delivered to the Trustee for execution by it, the
        Master
        Servicer shall deliver an Officer’s Certificate signed by a Servicing Officer
        stating that the requirements of this subsection have been met in connection
        therewith.  The Master Servicer shall notify the Trustee that any such
        substitution or assumption agreement has been completed by forwarding to
        the
        Trustee the original of such substitution or assumption agreement, which
        in the
        case of the original shall be added to the related Mortgage File and shall,
        for
        all purposes, be considered a part of such Mortgage File to the same extent
        as
        all other documents and instruments constituting a part thereof.  Any
        fee collected by the Master Servicer for entering into an assumption or
        substitution of liability agreement will be retained by the Master Servicer
        as
        additional servicing compensation.

       

      
        	
                SECTION
                  3.11.  

              	
                Realization
                  Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage
                  Loans.

              


      

       

      (a)  The
        Master Servicer shall use reasonable efforts to foreclose upon or otherwise
        comparably convert the ownership of properties securing such of the Mortgage
        Loans as come into and continue in default and as to which no satisfactory
        arrangements can be made for collection of delinquent payments.  In
        connection with such foreclosure or other conversion, the Master Servicer
        shall
        follow such practices and procedures as it shall deem necessary or advisable
        and
        as shall be normal and usual in its general mortgage servicing activities
        and
        meet the requirements of the insurer under any Required Insurance Policy;
        provided, however, that the Master Servicer shall not be required to expend
        its
        own funds in connection with any foreclosure or towards the restoration of
        any
        property unless it shall determine (i) that such restoration and/or foreclosure
        will increase the proceeds of liquidation of the Mortgage Loan after
        reimbursement to itself of such expenses and (ii) that such expenses will
        be
        recoverable to it through the proceeds of liquidation of the Mortgage Loan
        and
        Subsequent Recoveries (respecting which it shall have priority for purposes
        of
        withdrawals from the Certificate Account).  The Master Servicer shall
        be responsible for all other costs and expenses incurred by it in any such
        proceedings; provided, however, that it shall be entitled to reimbursement
        thereof from the proceeds of liquidation of the Mortgage Loan and Subsequent
        Recoveries with respect to the related Mortgaged Property, as provided in
        the
        definition of Liquidation Proceeds.  If the Master Servicer has
        knowledge that a Mortgaged Property which the Master Servicer is contemplating
        acquiring in foreclosure or by deed in lieu of foreclosure is located within
        a 1
        mile radius of any site listed in the Expenditure Plan for the Hazardous
        Substance Clean Up Bond Act of 1984 or other site with environmental or
        hazardous waste risks known to the Master Servicer, the Master Servicer will,
        prior to acquiring the Mortgaged Property, consider such risks and only take
        action in accordance with its established environmental review
        procedures.

       

      With
        respect to any REO Property, the deed or certificate of sale shall be taken
        in
        the name of the Trustee for the benefit of the Certificateholders, or its
        nominee, on behalf of the Certificateholders.  The Trustee’s name
        shall be placed on the title to such REO Property solely as the Trustee
        hereunder and not in its individual capacity.  The Master Servicer
        shall ensure that the title to such REO Property references the Pooling and
        Servicing Agreement and the Trustee’s capacity thereunder.  Pursuant
        to its efforts to sell such REO Property, the Master Servicer shall either
        itself or 

       

      
        
          
          

        

        
          III-10

          
            

          

        

        
          
          

        

      

       

      through
        an agent selected by the Master Servicer protect and conserve such REO Property
        in the same manner and to such extent as is customary in the locality where
        such
        REO Property is located and may, incident to its conservation and protection
        of
        the interests of the Certificateholders, rent the same, or any part thereof,
        as
        the Master Servicer deems to be in the best interest of the Certificateholders
        for the period prior to the sale of such REO Property.  The Master
        Servicer shall prepare for and deliver to the Trustee a statement with respect
        to each REO Property that has been rented showing the aggregate rental income
        received and all expenses incurred in connection with the maintenance of
        such
        REO Property at such times as is necessary to enable the Trustee to comply
        with
        the reporting requirements of the REMIC Provisions.  The net monthly
        rental income, if any, from such REO Property shall be deposited in the
        Certificate Account no later than the close of business on each Determination
        Date.  The Master Servicer shall perform the tax reporting and
        withholding required by Sections 1445 and 6050J of the Code with respect
        to
        foreclosures and abandonments, the tax reporting required by Section 6050H
        of
        the Code with respect to the receipt of mortgage interest from individuals
        and
        any tax reporting required by Section 6050P of the Code with respect to the
        cancellation of indebtedness by certain financial entities, by preparing
        such
        tax and information returns as may be required, in the form required, and
        delivering the same to the Trustee for filing.

       

      In
        the
        event that the Trust Fund acquires any Mortgaged Property as aforesaid or
        otherwise in connection with a default or imminent default on a Mortgage
        Loan,
        the Master Servicer shall dispose of such Mortgaged Property as soon as
        practicable in a manner that maximizes the Liquidation Proceeds thereof,
        but in
        no event later than three years after its acquisition by the Trust
        Fund.  In that event, the Trustee shall have been supplied with an
        Opinion of Counsel to the effect that the holding by the Trust Fund of such
        Mortgaged Property subsequent to a three-year period, if applicable, will
        not
        result in the imposition of taxes on “prohibited transactions” of any REMIC
        hereunder as defined in section 860F of the Code or cause any REMIC hereunder
        to
        fail to qualify as a REMIC at any time that any Certificates are outstanding,
        then the Trust Fund may continue to hold such Mortgaged Property (subject
        to any
        conditions contained in such Opinion of Counsel) after the expiration of
        such
        three-year period.  Notwithstanding any other provision of this
        Agreement, no Mortgaged Property acquired by the Trust Fund shall be allowed
        to
        continue to be rented or otherwise used for the production of income by or
        on
        behalf of the Trust Fund in such a manner or pursuant to any terms that would
        (i) cause such Mortgaged Property to fail to qualify as “foreclosure property”
within the meaning of section 860G(a)(8) of the Code or (ii) subject any
        REMIC
        hereunder to the imposition of any federal, state or local income taxes on
        the
        income earned from such Mortgaged Property under Section 860G(c) of the Code
        or
        otherwise, unless the Master Servicer has agreed to indemnify and hold harmless
        the Trust Fund with respect to the imposition of any such taxes.

       

      In
        the
        event of a default on a Mortgage Loan one or more of whose obligor is not
        a
        United States Person, as that term is defined in Section 7701(a)(30) of the
        Code, in connection with any foreclosure or acquisition of a deed in lieu
        of
        foreclosure (together, “foreclosure”) in respect of such Mortgage Loan, the
        Master Servicer will cause compliance with the provisions of Treasury Regulation
        Section 1.1445-2(d)(3) (or any successor thereto) necessary to assure that
        no
        withholding tax obligation arises with respect to the proceeds of such
        foreclosure except to the extent, if any, that proceeds of such foreclosure
        are
        required to be remitted to the obligors on such Mortgage Loan.

       

      The
        decision of the Master Servicer to foreclose on a defaulted Mortgage Loan
        shall
        be subject to a determination by the Master Servicer that the proceeds of
        such
        foreclosure would exceed the costs and expenses of bringing such a
        proceeding.  The income earned from the rental of any REO Properties,
        net of reimbursement to the Master Servicer for expenses incurred (including
        any
        property or other taxes) in connection with such management and net of
        unreimbursed Master Servicing Fees, Advances and Servicing Advances, shall
        be
        applied to the payment of principal of and interest on the related defaulted
        Mortgage Loans (with interest accruing as though such Mortgage Loans were
        still


       

      
        
          
          

        

        
          III-11

          
            

          

        

        
          
          

        

      

       

      current)
        and all such income shall be deemed, for all purposes in this Agreement,
        to be
        payments on account of principal and interest on the related Mortgage Notes
        and
        shall be deposited into the Certificate Account.  To the extent the
        net income received during any calendar month is in excess of the amount
        attributable to amortizing principal and accrued interest at the related
        Mortgage Rate on the related Mortgage Loan for such calendar month, such
        excess
        shall be considered to be a partial prepayment of principal of the related
        Mortgage Loan.

       

      The
        proceeds from any liquidation of a Mortgage Loan, as well as any income from
        an
        REO Property, will be applied in the following order of priority: first,
        to
        reimburse the Master Servicer for any related unreimbursed Servicing Advances
        and Master Servicing Fees; second, to reimburse the Master Servicer or the
        Trustee for any unreimbursed Advances; third, to reimburse the Certificate
        Account for any Nonrecoverable Advances (or portions thereof) that were
        previously withdrawn by the Master Servicer or the Trustee pursuant to Section
        3.08(a)(iii) that related to such Mortgage Loan; fourth, to accrued and unpaid
        interest (to the extent no Advance has been made for such amount or any such
        Advance has been reimbursed) on the Mortgage Loan or related REO Property,
        at
        the Adjusted Net Mortgage Rate to the Due Date occurring in the month in
        which
        such amounts are required to be distributed; and fifth, as a recovery of
        principal of the Mortgage Loan.  Excess Proceeds, if any, from the
        liquidation of a Liquidated Mortgage Loan will be retained by the Master
        Servicer as additional servicing compensation pursuant to Section
        3.14.

       

      The
        Master Servicer, in its sole discretion, shall have the right to purchase
        for
        its own account from the Trust Fund any Mortgage Loan which is 151 days or
        more
        delinquent at a price equal to the Purchase Price; provided, however, that
        the
        Master Servicer may only exercise this right on or before the next to the
        last
        day of the calendar month in which such Mortgage Loan became 151 days delinquent
        (such month, the “Eligible Repurchase Month”); provided further, that any such
        Mortgage Loan which becomes current but thereafter becomes delinquent may
        be
        purchased by the Master Servicer pursuant to this Section in any ensuing
        Eligible Repurchase Month.  The Master Servicer, in its sole
        discretion, shall also have the right to purchase for its own account from
        the
        Trust Fund at a price equal to the Purchase Price any Eligible EPD Protected
        Mortgage Loan.  The Master Servicer’s right to purchase any such
        Eligible EPD Protected Mortgage Loan shall expire on the 270th day following
        the
        date on which such Mortgage Loan became an Eligible EPD Protected Mortgage
        Loan.  The Purchase Price for any Mortgage Loan purchased hereunder
        shall be deposited in the Certificate Account and the Trustee, upon receipt
        of a
        certificate from the Master Servicer in the form of Exhibit N hereto, shall
        release or cause to be released to the purchaser of such Mortgage Loan the
        related Mortgage File and shall execute and deliver such instruments of transfer
        or assignment prepared by the purchaser of such Mortgage Loan, in each case
        without recourse, as shall be necessary to vest in the purchaser of such
        Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser
        of
        such Mortgage Loan shall succeed to all the Trustee’s right, title and interest
        in and to such Mortgage Loan and all security and documents related
        thereto.  Such assignment shall be an assignment outright and not for
        security.  The purchaser of such Mortgage Loan shall thereupon own
        such Mortgage Loan, and all security and documents, free of any further
        obligation to the Trustee or the Certificateholders with respect
        thereto.

       

      (b)  Countrywide
        is permitted to solicit Mortgagors for reductions to the Mortgage Rates of
        their
        respective Mortgage Loans so long as the Mortgagors are not selected for
        solicitation based on the inclusion of the related Mortgage Loans in the
        Trust
        Fund.  If a Mortgagor requests a reduction to the Mortgage Rate for
        the related Mortgage Loan, the Master Servicer shall agree to a reduction
        in the
        Mortgage Rate of that Mortgage Loan (the “Modified Mortgage Loan”) if (i) no
        monetary default exists with respect to such Mortgage Loan and (ii) Countrywide,
        in its corporate capacity, agrees to purchase the Modified Mortgage Loan
        from
        the Trust Fund immediately following the modification as described
        below.  Effective immediately after the modification, and, in any
        event, on the same Business Day on which the modification occurs, all interest
        of the Trustee in the Modified Mortgage Loan shall 

       

       

      
        
          
          

        

        
          III-12

          
            

          

        

        
          
          

        

      

       

      automatically
        be deemed transferred and assigned to Countrywide and all benefits and burdens
        of ownership thereof, including the right to accrued interest thereon from
        the
        date of modification and the risk of default thereon, shall pass to
        Countrywide.  The Master Servicer shall promptly deliver to the
        Trustee a certification of a Servicing Officer to the effect that all
        requirements of this paragraph have been satisfied with respect to the Modified
        Mortgage Loan.  For federal income tax purposes, the Trustee shall
        account for such purchase as a prepayment in full of the Modified Mortgage
        Loan.

       

      Countrywide
        shall remit the Purchase Price for any Modified Mortgage Loan to the Master
        Servicer for deposit into the Certificate Account pursuant to Section 3.05
        within one Business Day after the purchase of the Modified Mortgage Loan.
        Upon
        receipt by the Trustee of written notification of any such deposit signed
        by a
        Servicing Officer, the Trustee shall release to Countrywide the related Mortgage
        File and shall execute and deliver such instruments of transfer or assignment,
        in each case without recourse, as shall be necessary to vest in Countrywide
        any
        Modified Mortgage Loan previously transferred and assigned pursuant
        hereto.  Countrywide covenants and agrees to indemnify the Trust Fund
        against any liability for any “prohibited transaction” taxes and any related
        interest, additions, and penalties imposed on the Trust Fund established
        hereunder as a result of any modification of a Mortgage Loan effected pursuant
        to this subsection (b), any holding of a Modified Mortgage Loan by the Trust
        Fund or any purchase of a Modified Mortgage Loan by Countrywide (but such
        obligation shall not prevent Countrywide or any other appropriate Person
        from in
        good faith contesting any such tax in appropriate proceedings and shall not
        prevent Countrywide from withholding payment of such tax, if permitted by
        law,
        pending the outcome of such proceedings).  Countrywide shall have no
        right of reimbursement for any amount paid pursuant to the foregoing
        indemnification, except to the extent that the amount of any tax, interest,
        and
        penalties, together with interest thereon, is refunded to the Trust Fund
        or
        Countrywide.  Nothing in this Section 3.11(b) restricts the ability of
        the Master Servicer to modify a Mortgage Loan in a manner that is consistent
        with the servicing standard set forth in Section 3.01; provided, however,
        that
        Countrywide shall have no obligation to purchase any such modified Mortgage
        Loans.

       

      
        	
                SECTION
                  3.12.  

              	
                Trustee
                  to Cooperate; Release of Mortgage
                  Files.

              


      

       

      Upon
        the
        payment in full of any Mortgage Loan, or the receipt by the Master Servicer
        of a
        notification that payment in full will be escrowed in a manner customary
        for
        such purposes, the Master Servicer will immediately notify the Trustee by
        delivering, or causing to be delivered a “Request for Release” substantially in
        the form of Exhibit N.  Upon receipt of such request, the Trustee
        shall promptly release the related Mortgage File to the Master Servicer,
        and the
        Trustee shall at the Master Servicer’s direction execute and deliver to the
        Master Servicer the request for reconveyance, deed of reconveyance or release
        or
        satisfaction of mortgage or such instrument releasing the lien of the Mortgage
        in each case provided by the Master Servicer, together with the Mortgage
        Note
        with written evidence of cancellation thereon.  The Master Servicer is
        authorized to cause the removal from the registration on the MERS System
        of such
        Mortgage and to execute and deliver, on behalf of the Trustee and the
        Certificateholders or any of them, any and all instruments of satisfaction
        or
        cancellation or of partial or full release.  Expenses incurred in
        connection with any instrument of satisfaction or deed of reconveyance shall
        be
        chargeable to the related Mortgagor.  From time to time and as shall
        be appropriate for the servicing or foreclosure of any Mortgage Loan, including
        for such purpose, collection under any policy of flood insurance, any fidelity
        bond or errors or omissions policy, or for the purposes of effecting a partial
        release of any Mortgaged Property from the lien of the Mortgage or the making
        of
        any corrections to the Mortgage Note or the Mortgage or any of the other
        documents included in the Mortgage File, the Trustee shall, upon delivery
        to the
        Trustee of a Request for Release in the form of Exhibit M signed by a Servicing
        Officer, release the Mortgage File to the Master Servicer.  Subject to
        the further limitations set forth below, the Master Servicer shall cause
        the
        Mortgage File or documents so released to be returned to the Trustee when
        the
        need therefor by the Master Servicer no longer exists, unless the Mortgage
        Loan
        is 

       

       

      
        
          
          

        

        
          III-13

          
            

          

        

        
          
          
liquidated
          and the proceeds thereof are deposited in the Certificate Account, in which
          case
          the Master Servicer shall deliver to the Trustee a Request for Release
          in the
          form of Exhibit N, signed by a Servicing Officer.

      

       

      If
        the
        Master Servicer at any time seeks to initiate a foreclosure proceeding in
        respect of any Mortgaged Property as authorized by this Agreement, the Master
        Servicer shall deliver or cause to be delivered to the Trustee, for signature,
        as appropriate, any court pleadings, requests for trustee’s sale or other
        documents necessary to effectuate such foreclosure or any legal action brought
        to obtain judgment against the Mortgagor on the Mortgage Note or the Mortgage
        or
        to obtain a deficiency judgment or to enforce any other remedies or rights
        provided by the Mortgage Note or the Mortgage or otherwise available at law
        or
        in equity.

       

      
        	
                SECTION
                  3.13.  

              	
                Documents,
                  Records and Funds in Possession of Master Servicer to be Held for
                  the
                  Trustee.

              


      

       

      Notwithstanding
        any other provisions of this Agreement, the Master Servicer shall transmit
        to
        the Trustee as required by this Agreement all documents and instruments in
        respect of a Mortgage Loan coming into the possession of the Master Servicer
        from time to time and shall account fully to the Trustee for any funds received
        by the Master Servicer or which otherwise are collected by the Master Servicer
        as Liquidation Proceeds, Insurance Proceeds or Subsequent Recoveries in respect
        of any Mortgage Loan.  All Mortgage Files and funds collected or held
        by, or under the control of, the Master Servicer in respect of any Mortgage
        Loans, whether from the collection of principal and interest payments or
        from
        Liquidation Proceeds and any Subsequent Recoveries, including but not limited
        to, any funds on deposit in the Certificate Account, shall be held by the
        Master
        Servicer for and on behalf of the Trustee and shall be and remain the sole
        and
        exclusive property of the Trustee, subject to the applicable provisions of
        this
        Agreement.  The Master Servicer also agrees that it shall not create,
        incur or subject any Mortgage File or any funds that are deposited in the
        Certificate Account, Distribution Account or any Escrow Account, or any funds
        that otherwise are or may become due or payable to the Trustee for the benefit
        of the Certificateholders, to any claim, lien, security interest, judgment,
        levy, writ of attachment or other encumbrance, or assert by legal action
        or
        otherwise any claim or right of setoff against any Mortgage File or any funds
        collected on, or in connection with, a Mortgage Loan, except, however, that
        the
        Master Servicer shall be entitled to set off against and deduct from any
        such
        funds any amounts that are properly due and payable to the Master Servicer
        under
        this Agreement.

       

      
        	
                SECTION
                  3.14.  

              	
                Servicing
                  Compensation.

              


      

       

      As
        compensation for its activities hereunder, the Master Servicer shall be entitled
        to retain or withdraw from the Certificate Account an amount equal to the
        Master
        Servicing Fee; provided, that the aggregate Master Servicing Fee with respect
        to
        any Distribution Date shall be reduced (i) by an amount equal to the aggregate
        of the Prepayment Interest Shortfalls on all of the Mortgage Loans, if any,
        with
        respect to such Distribution Date, but not to exceed the Compensating Interest
        for such Distribution Date, and (ii) with respect to the first Distribution
        Date, an amount equal to any amount to be deposited into the Distribution
        Account by the Depositor pursuant to Section 2.01(a) and not so
        deposited.

       

      Additional
        servicing compensation in the form of Excess Proceeds, Prepayment Interest
        Excess, assumption fees, late payment charges and all income and gain net
        of any
        losses realized from Permitted Investments on funds in the Certificate Account
        and Distribution Account shall be retained by the Master Servicer to the
        extent
        not required to be deposited in the Certificate Account pursuant to Section
        3.05
        hereof.  The Master Servicer shall be required to pay all expenses
        incurred by it in connection with its master servicing activities hereunder
        (including payment of any premiums for hazard insurance and any Primary
        Insurance Policy and maintenance of the other forms of insurance coverage
        

       

       

      
        
          
          

        

        
          III-14

          
            

          

        

        
          
          

        

      

       

      required
        by this Agreement) and shall not be entitled to reimbursement therefor except
        as
        specifically provided in this Agreement.

       

      
        	
                SECTION
                  3.15.  

              	
                Access
                  to Certain Documentation.

              


      

       

      The
        Master Servicer shall provide to the OTS and the FDIC and to comparable
        regulatory authorities supervising Holders and/or Certificate Owners and
        the
        examiners and supervisory agents of the OTS, the FDIC and such other
        authorities, access to the documentation regarding the Mortgage Loans required
        by applicable regulations of the OTS and the FDIC.  Such access shall
        be afforded without charge, but only upon reasonable and prior written request
        and during normal business hours at the offices designated by the Master
        Servicer.  Nothing in this Section shall limit the obligation of the
        Master Servicer to observe any applicable law prohibiting disclosure of
        information regarding the Mortgagors and the failure of the Master Servicer
        to
        provide access as provided in this Section as a result of such obligation
        shall
        not constitute a breach of this Section.

       

      The
        Master Servicer acknowledges that as part of its servicing activities, the
        Master Servicer shall fully furnish, in accordance with the Fair Credit
        Reporting Act and its implementing regulations, accurate and complete
        information (i.e., favorable and unfavorable) on its borrower credit files
        related to the Mortgage Loans to Equifax, Experian and Trans Union Credit
        Information Company (three of the nationally recognized credit bureaus) on
        a
        monthly basis.

       

      
        	
                SECTION
                  3.16.  

              	
                Annual
                  Statement as to Compliance.

              


      

       

      (a)  The
        Master Servicer shall deliver to the Depositor and the Trustee on or before
        March 15 of each year, commencing with its 2008 fiscal year, an Officer’s
        Certificate stating, as to the signer thereof, that (i) a review of the
        activities of the Master Servicer during the preceding calendar year (or
        applicable portion thereof) and of the performance of the Master Servicer
        under
        this Agreement has been made under such officer’s supervision and (ii) to the
        best of such officer’s knowledge, based on such review, the Master Servicer has
        fulfilled all its obligations under this Agreement in all material respects
        throughout such year (or applicable portion thereof), or, if there has been
        a
        failure to fulfill any such obligation in any material respect, specifying
        each
        such failure known to such officer and the nature and status
        thereof.

       

      (b)  The
        Master Servicer shall cause each Subservicer to deliver to the Depositor
        and the
        Trustee on or before March 15 of each year, commencing with its 2008 fiscal
        year, an Officer’s Certificate stating, as to the signer thereof, that (i) a
        review of the activities of such Subservicer during the preceding calendar
        year
        (or applicable portion thereof) and of the performance of the Subservicer
        under
        the applicable Subservicing Agreement or primary servicing agreement, has
        been
        made under such officer’s supervision and (ii) to the best of such officer’s
        knowledge, based on such review, such Subservicer has fulfilled all its
        obligations under the applicable Subservicing Agreement or primary servicing
        agreement, in all material respects throughout such year (or applicable portion
        thereof), or, if there has been a failure to fulfill any such obligation
        in any
        material respect, specifying each such failure known to such officer and
        the
        nature and status thereof.

       

      (c)  The
        Trustee shall forward a copy of each such statement to each Rating
        Agency.

       

      
        
          
          

        

        
          III-15

          
            

          

        

        
          
          

        

         

      

      
        	
                SECTION
                  3.17.  

              	
                Errors
                  and Omissions Insurance; Fidelity
                  Bonds.

              


      

       

      The
        Master Servicer shall for so long as it acts as master servicer under this
        Agreement, obtain and maintain in force (a) a policy or policies of insurance
        covering errors and omissions in the performance of its obligations as Master
        Servicer hereunder and (b) a fidelity bond in respect of its officers, employees
        and agents.  Each such policy or policies and bond shall, together,
        comply with the requirements from time to time of FNMA or FHLMC for persons
        performing servicing for mortgage loans purchased by FNMA or
        FHLMC.  In the event that any such policy or bond ceases to be in
        effect, the Master Servicer shall obtain a comparable replacement policy
        or bond
        from an insurer or issuer, meeting the requirements set forth above as of
        the
        date of such replacement.

       

      
        	
                SECTION
                  3.18.  

              	
                [Reserved].

              


      

       

      
        	
                SECTION
                  3.19.  

              	
                Prepayment
                  Charges.

              


      

       

      (a)  Notwithstanding
        anything in this Agreement to the contrary, in the event of a Principal
        Prepayment in full or in part of a Mortgage Loan, the Master Servicer may
        not
        waive any Prepayment Charge or portion thereof required by the terms of the
        related Mortgage Note unless (i) such Mortgage Loan is in default or the
        Master
        Servicer believes that such a default is imminent, and the Master Servicer
        determines that such waiver would maximize recovery of Liquidation Proceeds
        for
        such Mortgage Loan, taking into account the value of such Prepayment Charge,
        or
        (ii) (A) the enforceability thereof is limited (1) by bankruptcy, insolvency,
        moratorium, receivership, or other similar law relating to creditors’ rights
        generally or (2) due to acceleration in connection with a foreclosure or
        other
        involuntary payment, or (B) the enforceability is otherwise limited or
        prohibited by applicable law.  In the event of a Principal Prepayment
        in full or in part with respect to any Mortgage Loan, the Master Servicer
        shall
        deliver to the Trustee an Officer’s Certificate substantially in the form of
        Exhibit T no later than the third Business Day following the immediately
        succeeding Determination Date with a copy to the Class P
        Certificateholders.  If the Master Servicer has waived or does not
        collect all or a portion of a Prepayment Charge relating to a Principal
        Prepayment in full or in part due to any action or omission of the Master
        Servicer, other than as provided above, the Master Servicer shall deliver
        to the
        Trustee, together with the Principal Prepayment in full or in part, the amount
        of such Prepayment Charge (or such portion thereof as had been waived) for
        deposit into the Certificate Account (not later than 1:00 p.m. Pacific time
        on
        the immediately succeeding Master Servicer Advance Date, in the case of such
        Prepayment Charge) for distribution in accordance with the terms of this
        Agreement.

       

      (b)  Upon
        discovery by the Master Servicer or a Responsible Officer of the Trustee
        of a
        breach of the foregoing subsection (a), the party discovering the breach
        shall
        give prompt written notice to the other parties.

       

      (c)  Countrywide
        represents and warrants to the Depositor and the Trustee, as of the Closing
        Date, that the information contained in clauses (xviii), (xix) and (xx) of
        the
        Mortgage Loan Schedule is complete and accurate in all material respects
        at the
        dates as of which the information is furnished and each Prepayment Charge
        is
        permissible and enforceable in accordance with its terms under applicable
        state
        law, except as the enforceability thereof is limited due to acceleration
        in
        connection with a foreclosure or other involuntary payment.

       

      (d)  Upon
        discovery by the Master Servicer or a Responsible Officer of the Trustee
        of a
        breach of the foregoing clause (c) that materially and adversely affects
        right
        of the Holders of the Class P Certificates to any Prepayment Charge, the
        party
        discovering the breach shall give prompt written notice to the other parties.
        Within 60 days of the earlier of discovery by the Master Servicer or receipt
        of
        notice by the Master Servicer of breach, the Master Servicer shall cure the
        breach in all material respects 

       

      
        
          
          

        

        
          III-16

          
            

          

        

        
          
          

        

      

       

      or
        shall
        pay into the Certificate Account the amount of the Prepayment Charge that
        would
        otherwise be due from the Mortgagor, less any amount representing such
        Prepayment Charge previously collected and paid by the Master Servicer into
        the
        Certificate Account.

       

      


       

      
        
          
          

        

        
          III-17

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        IV


       

      DISTRIBUTIONS
        AND

      ADVANCES
        BY THE MASTER SERVICER

       

      
        	
                SECTION
                  4.01.  

              	
                Advances.

              


      

       

      (a)  The
        Master Servicer shall determine on or before each Master Servicer Advance
        Date
        whether it is required to make an Advance pursuant to the definition
        thereof.  If the Master Servicer determines it is required to make an
        Advance, it shall, on or before the Master Servicer Advance Date, either
        (i)
        deposit into the Certificate Account an amount equal to the Advance or (ii)
        make
        an appropriate entry in its records relating to the Certificate Account that
        any
        Amount Held for Future Distribution for the applicable Loan Group has been
        used
        by the Master Servicer in discharge of its obligation to make any such
        Advance.  Any funds so applied shall be replaced by the Master
        Servicer by deposit in the Certificate Account no later than the close of
        business on the next Master Servicer Advance Date.  The Master
        Servicer shall be entitled to be reimbursed from the Certificate Account
        for all
        Advances of its own funds made pursuant to this Section as provided in Section
        3.08.  The obligation to make Advances with respect to any Mortgage
        Loan shall continue if such Mortgage Loan has been foreclosed or otherwise
        terminated and the related Mortgaged Property has not been
        liquidated.

       

      (b)  If
        the
        Master Servicer determines that it will be unable to comply with its obligation
        to make the Advances as and when described in the second sentence of Section
        4.01(a), it shall use its best efforts to give written notice thereof to
        the
        Trustee (each such notice a “Trustee Advance Notice”; and such notice may be
        given by telecopy), not later than 3:00 P.M., New York time, on the Business
        Day
        immediately preceding the related Master Servicer Advance Date, specifying
        the
        amount that it will be unable to deposit (each such amount an “Advance
        Deficiency”) and certifying that such Advance Deficiency constitutes an Advance
        hereunder and is not a Nonrecoverable Advance.  If the Trustee
        receives a Trustee Advance Notice on or before 3:30 P.M., New York time on
        a
        Master Servicer Advance Date, the Trustee shall, not later than 3:00 P.M.,
        New
        York time, on the related Distribution Date, deposit in the Distribution
        Account
        an amount equal to the Advance Deficiency identified in such Trustee Advance
        Notice unless it is prohibited from so doing by applicable
        law.  Notwithstanding the foregoing, the Trustee shall not be required
        to make such deposit if the Trustee shall have received written notification
        from the Master Servicer that the Master Servicer has deposited or caused
        to be
        deposited in the Certificate Account an amount equal to such Advance
        Deficiency.  All Advances made by the Trustee pursuant to this Section
        4.01(b) shall accrue interest on behalf of the Trustee at the Trustee Advance
        Rate from and including the date such Advances are made to but excluding
        the
        date of repayment, with such interest being an obligation of the Master Servicer
        and not the Trust Fund.  The Master Servicer shall reimburse the
        Trustee for the amount of any Advance made by the Trustee pursuant to this
        Section 4.01(b) together with accrued interest, not later than the fifth
        day
        following the related Master Servicer Advance Date.  In the event that
        the Master Servicer does not reimburse the Trustee in accordance with the
        requirements of the preceding sentence, the Trustee shall have the right,
        but
        not the obligation, to immediately (a) terminate all of the rights and
        obligations of the Master Servicer under this Agreement in accordance with
        Section 7.01 and (b) subject to the limitations set forth in Section 3.04,
        assume all of the rights and obligations of the Master Servicer
        hereunder.

       

      (c)  The
        Master Servicer shall, not later than the close of business on the second
        Business Day immediately preceding each Distribution Date, deliver to the
        Trustee a report (in form and substance reasonably satisfactory to the Trustee)
        that indicates (i) the Mortgage Loans with respect to which the Master Servicer
        has determined that the related Scheduled Payments should be advanced and
        (ii)
        the amount of the related Scheduled Payments.  The Master Servicer
        shall deliver to the Trustee on 

       

      
        
          
          

        

        
          IV-1

          
            

          

        

        
          
          

        

      

       

      the
        related Master Servicer Advance Date an Officer’s Certificate of a Servicing
        Officer indicating the amount of any proposed Advance determined by the Master
        Servicer to be a Nonrecoverable Advance.

       

      
        	
                SECTION
                  4.02.  

              	
                Priorities
                  of Distribution.

              


      

       

      (a)  (1)           With
        respect to Available Funds for Loan Group 1, on each Distribution Date, the
        Trustee shall withdraw such Available Funds from the Distribution Account
        and
        apply such funds to distributions on the specified Classes of Group 1 Senior
        Certificates in the following order, in each case to the extent of Available
        Funds remaining:

       

                      (i)   
[reserved];

       

      (ii)  concurrently,
        to each interest-bearing Class of Group 1 Senior Certificates, an amount
        allocable to interest equal to the related Class Optimal Interest Distribution
        Amount, any shortfall being allocated among such Classes in proportion to
        the
        amount of the Class Optimal Interest Distribution Amount with respect to
        the
        Group 1 Certificates that would have been distributed in the absence of such
        shortfall, provided that prior to an Accrual Termination Date, the related
        Accrual Amount shall be distributed as provided in Section
        4.02(a)(1)(iii);

       

      (iii)  [reserved];

       

      (iv)  to
        each
        Class of Group 1 Senior Certificates, concurrently, as
        follows:

       

      (x)        to
        the Class PO-1 Certificates, the related PO Formula Principal Amount, until
        the
        Class Certificate Balance thereof is reduced to zero; and

       

      (y)        the
        related Non-PO Formula Principal Amount, up to the amount of the Senior
        Principal Distribution Amount for Loan Group 1 for such Distribution Date,
        in
        the following order:

       

      
        	
                1.  

              	
                to
                  the Class A-R Certificates, until its Class Certificate Balance
                  is reduced
                  to zero; and

              


      

       

      
        	
                2.  

              	
                concurrently,
                  to the Class 1-A-1 and Class 1-A-2 Certificates, pro rata, until
                  their
                  respective Class Certificate Balances are reduced to zero;
                  and

              


      

      


      (v)  to
        the
        Class PO-1 Certificates, any related Class PO Deferred Amount, up to an amount
        not to exceed the amount calculated pursuant to clause (A) of the definition
        of
        the Subordinated Principal Distribution Amount for Loan Group 1 actually
        received or advanced for such Distribution Date (with such amount to be
        allocated first from amounts calculated pursuant to (A)(i), then (ii), and
        then
        (iii) of the definition of Subordinated Principal Distribution
        Amount).

       

      (2)  With
        respect to the Available Funds for Loan Group 2 on each Distribution Date,
        the
        Trustee shall withdraw such Available Funds from the Distribution Account
        and
        apply such funds to distributions on the specified Classes of Group 2 Senior
        Certificates in the following order, in each case to the extent of Available
        Funds remaining:

       

      (i)  [reserved];

       

      
        
          
          

        

        
          IV-2

          
            

          

        

        
          
          

        

      

      (ii)  concurrently,
        to each interest-bearing Class of Group 2 Senior Certificates, an amount
        allocable to interest equal to the related Class Optimal Interest Distribution
        Amount, any shortfall being allocated among such Classes in proportion to
        the
        amount of the Class Optimal Interest Distribution Amount with respect to
        the
        Group 2 Certificates that would have been distributed in the absence of such
        shortfall, provided that prior to an Accrual Termination Date, the related
        Accrual Amount shall be distributed as provided in Section
        4.02(a)(2);

       

      (iii)  [reserved];

       

      (iv)  to
        each
        Class of Group 2 Senior Certificates, concurrently as follows:

       

      (x)           to
        the Class PO-2 Certificates, the related PO Formula Principal Amount, until
        the
        Class Certificate Balance thereof is reduced to zero; and

       

      (y)           the
        related Non-PO Formula Principal Amount, up to the amount of the Senior
        Principal Distribution Amount for Loan Group 2 for such Distribution Date,
        concurrently:

       

      
        	
                1.  

              	
                the
                  Combined Percentage, sequentially:

              


      

       

      
        	
                 

              	
                a.

              	
                in
                  an amount up to $1,000 on each Distribution Date, to the Class
                  2-A-6
                  Certificates, until its Class Certificate Balance is reduced to
                  zero;

              


      

       

      
        	
                 

              	
                b.

              	
                in
                  an amount up to $151,000 on each Distribution Date, to the Class
                  2-A-8
                  Certificates, until its Class Certificate Balance is reduced to
                  zero;

              


      

       

      
        	
                 

              	
                c.

              	
                beginning
                  with the Distribution Date in June 2009, in an amount up to $498,000
                  on
                  each Distribution Date, to the Class 2-A-7 Certificates, until
                  its Class
                  Certificate Balance is reduced to zero;
                  and

              


      

       

      
        	
                 

              	
                d.

              	
                sequentially,
                  to the Class 2-A-6, Class 2-A-7 and Class 2-A-8 Certificates, in
                  that
                  order, until their respective Class Certificate Balances are reduced
                  to
                  zero; and

              


      

       

      
        	
                2.  

              	
                the
                  Class 2-A-3 Percentage, to the Class 2 A 3 Certificates, until
                  its Class
                  Certificate Balance is reduced to zero;
                  and

              


      

       

      (v)  to
        the
        Class PO-2 Certificates, any related Class PO Deferred Amount, up to an amount
        not to exceed the amount calculated pursuant to clause (A) of the definition
        of
        the Subordinated Principal Distribution Amount for Loan Group 2 actually
        received or advanced for such Distribution Date (with such amount to be
        allocated first from amounts calculated pursuant to (A)(i) and (ii) then
        (iii)
        of the definition of Subordinated Principal Distribution Amount).

       

      (3)  On
        each Distribution Date, after making the distributions described in Section
        4.02(a)(1) and Section 4.02(a)(2) above, the remaining Available Funds from
        each
        Loan Group will be distributed to the Senior Certificates to the extent provided
        in Section 4.05 hereof.

       

      
        
          
          

        

        
          IV-3

          
            

          

        

        
          
          

        

      

      (4)  On
        each Distribution Date, Available Funds from both Loan Groups remaining after
        making the distributions described in Sections 4.02(a)(1), 4.02(a)(2) and
        4.02(a)(3) above, will be distributed to the Subordinated Certificates and
        the
        Class A-R Certificates in the following order and priority and, in each case,
        to
        the extent of such funds remaining:

       

      (A)          to
        the Class M Certificates, an amount allocable to interest equal to the
        Class Optimal Interest Distribution Amount for such Class for such Distribution
        Date;

       

      (B)          to
        the Class M Certificates, an amount allocable to principal equal to its Pro
        Rata Share for such Distribution Date until the Class Certificate Balance
        thereof is reduced to zero;

       

      (C)          to
        the Class B-1 Certificates, an amount allocable to interest equal to the
        Class Optimal Interest Distribution Amount for such Class for such Distribution
        Date;

       

      (D)          to
        the Class B-1 Certificates, an amount allocable to principal equal to its
        Pro Rata Share for such Distribution Date until the Class Certificate Balance
        thereof is reduced to zero;

       

      (E)          to
        the Class B-2 Certificates, an amount allocable to interest equal to the
        Class Optimal Interest Distribution Amount for such Class for such Distribution
        Date;

       

      (F)          to
        the Class B-2 Certificates, an amount allocable to principal equal to its
        Pro Rata Share for such Distribution Date until the Class Certificate Balance
        thereof is reduced to zero;

       

      (G)          to
        the Class B-3 Certificates, an amount allocable to interest equal to the
        Class Optimal Interest Distribution Amount for such Class for such Distribution
        Date;

       

      (H)          to
        the Class B-3 Certificates, an amount allocable to principal equal to its
        Pro Rata Share for such Distribution Date until the Class Certificate Balance
        thereof is reduced to zero;

       

      (I)          to
        the Class B-4 Certificates, an amount allocable to interest equal to the
        Class Optimal Interest Distribution Amount for such Class for such Distribution
        Date;

       

      (J)          to
        the Class B-4 Certificates, an amount allocable to principal equal to its
        Pro Rata Share for such Distribution Date until the Class Certificate Balance
        thereof is reduced to zero;

       

      (K)          to
        the Class B-5 Certificates, an amount allocable to interest equal to the
        Class Optimal Interest Distribution Amount for such Class for such Distribution
        Date;

       

      
        
          
          

        

        
          IV-4

          
            

          

        

        
          
          

        

      

      (L)          to
        the Class B-5 Certificates, an amount allocable to principal equal to its
        Pro Rata Share for such Distribution Date until the Class Certificate Balance
        thereof is reduced to zero; and

       

      (M)          to
        the Class A-R Certificates, any remaining funds (other than the $100 held
        in trust for the Class P Certificates) in the Trust Fund.

       

      If
        any
        Class of Depositable Certificates has been surrendered to the Trustee for
        Exchangeable Certificates, the Trustee, as Holder of such surrendered
        Depositable Certificates, shall deposit any amounts distributable to such
        Class
        of Depositable Certificates in this Section 4.02(a) in the Exchangeable
        Certificates Distribution Account and shall distribute such amounts to the
        Holders of the related Class or Classes of Exchangeable Certificates pursuant
        to
        Section 5.07.

       

      On
        each
        Distribution Date, all amounts representing Prepayment Charges received during
        the related Prepayment Period will be distributed to the Holders of the Class
        P
        Certificates.

       

      On
        any
        Distribution Date, amounts distributed in respect of Class PO Deferred Amounts
        will not reduce the Class Certificate Balance of the related Class of Class
        PO
        Certificates.

       

      On
        any
        Distribution Date, to the extent the Amount Available for Senior Principal
        for a
        Loan Group is insufficient to make the full distribution required to be made
        pursuant to the applicable subclauses (iv)(x) above, (A) the amount
        distributable on the applicable Class of Class PO Certificates in respect
        of
        principal pursuant to such subclause (iv)(x), shall be equal to the product
        of
        (1) the Amount Available for Senior Principal for such Loan Group and (2)
        a
        fraction, the numerator of which is the related PO Formula Principal Amount
        and
        the denominator of which is the sum of such PO Formula Principal Amount and
        the
        applicable Senior Principal Distribution Amount and (B) the amount distributable
        on the related Senior Certificates, other than the applicable Class of Class
        PO
        Certificates, in respect of principal pursuant to such clause (iv)(y) shall
        be
        equal to the product of (1) such Amount Available for Senior Principal and
        (2) a
        fraction, the numerator of which is the applicable Senior Principal Distribution
        Amount and the denominator of which is the sum of such Senior Principal
        Distribution Amount and the related PO Formula Principal Amount.

       

      (b)  On
        each
        Distribution Date prior to and including the applicable Accrual Termination
        Date
        with respect to each Class or Component of Accrual Certificates, the
        Accrual Amount for such Class or Component for such Distribution Date shall
        not
        (except as provided in the second to last sentence in this paragraph) be
        distributed as interest with respect to such Class or Component of Accrual
        Certificates, but shall instead be added to the related Class Certificate
        Balance of such Class on the related Distribution Date.  With
        respect to any Distribution Date prior to and including the applicable Accrual
        Termination Date on which principal payments on any Class or Component of
        Accrual Certificates are distributed pursuant to Section 4.02(a)(1)(iv)(y)
        or
        Section 4.02(a)(2)(iv)(y), as applicable, the related Accrual Amount shall
        be
        deemed to have been added on such Distribution Date to the related
        Class Certificate Balance or Component Balance (and included in the amount
        distributable on the related Class or Classes or Component of Accretion
        Directed Certificates pursuant to Section 4.02(a)(1)(iii) or Section
        4.02(a)(2)(iii), as applicable, for such Distribution Date) and the related
        distribution thereon shall be deemed to have been applied concurrently towards
        the reduction of all or a portion of the amount so added and, to the extent
        of
        any excess, towards the reduction of the Class Certificate Balance or
        Component Balance of such Class or Component of Accrual Certificates
        immediately prior to such Distribution Date. Notwithstanding any such
        distribution, each such Class or Component shall continue to be a Class of
        Accrual Certificates on each subsequent Distribution Date until the applicable
        Accrual Termination Date.

       

      
        
          
          

        

        
          IV-5

          
            

          

        

        
          
          

        

      

      (c)  On
        each
        Distribution Date on or after the Senior Credit Support Depletion Date,
        notwithstanding the allocation and priority set forth in Section
        4.02(a)(2)(iv)(y), the portion of Available Funds for Loan Group 2 available
        to
        be distributed as principal of the Group 2 Senior Certificates (other than
        the
        Class PO-2 Certificates) shall be distributed concurrently, as principal,
        on
        such Classes, pro rata, on the basis of their respective Class Certificate
        Balances, until the Class Certificate Balances thereof are reduced to
        zero.

       

      (d)  On
        each
        Distribution Date, the amount referred to in clause (i) of the definition
        of
        Class Optimal Interest Distribution Amount for each Class of
        Certificates for such Distribution Date shall be reduced for each Class of
        Senior Certificates of a Senior Certificate Group and each Class of
        Subordinated Certificates by (i) the related Class’ pro rata share of
        Net Prepayment Interest Shortfalls for such Loan Group based (x) with respect
        to
        a Class of Senior Certificates, on the related Class Optimal Interest
        Distribution Amount and (y) with respect to the Class of Subordinated
        Certificates on or prior to a Senior Termination Date on the Assumed Interest
        Amount and after such Senior Termination Date, the related Class’
Class Optimal Interest Distribution Amount for such Distribution Date,
        without taking into account such Net Prepayment Interest Shortfalls, and
        (ii)
        the related Class’ Allocable Share of the interest portion of the related Debt
        Service Reduction and each Relief Act Reduction for the Mortgage Loans in
        the
        related Loan Group (or, after the Senior Credit Support Depletion Date, any
        Mortgage Loan) incurred during the calendar month preceding the month of
        such
        Distribution Date.

       

      (e)  Notwithstanding
        the priority and allocation contained in Section 4.02(a)(4), if, on any
        Distribution Date, with respect to any Class of Subordinated Certificates
        (other than the Class of Subordinated Certificates then outstanding with
        the
        highest priority of distribution), the sum of the related
        Class Subordination Percentages of such Class and of all Classes of
        Subordinated Certificates which have a higher numerical Class designation
        than such Class (the “Applicable Credit Support Percentage”) is less than
        the Original Applicable Credit Support Percentage for such Class, no
        distribution of Principal Prepayments will be made to any such Classes (the
        “Restricted Classes”) and the amount of such Principal Prepayments otherwise
        distributable to the Restricted Classes shall be distributed to any Classes
        of
        Subordinated Certificates having lower numerical Class designations than
        such Class, pro rata, based on their respective Class Certificate Balances
        immediately prior to such Distribution Date and shall be distributed in the
        sequential order provided in Section 4.02(a)(4).

       

      (f)  If
        the
        amount of a Realized Loss on a Mortgage Loan in a Loan Group has been reduced
        by
        application of Subsequent Recoveries with respect to such Mortgage Loan,
        the
        amount of such Subsequent Recoveries will be applied sequentially, in the
        order
        of payment priority, to increase the Class Certificate Balance of each related
        Class of Certificates to which Realized Losses have been allocated, but in
        each
        case by not more than the amount of Realized Losses previously allocated
        to that
        Class of Certificates pursuant to Section 4.04.  Holders of such
        Certificates will not be entitled to any payment in respect of the Class
        Optimal
        Interest Distribution Amount on the amount of such increases for any Interest
        Accrual Period preceding the Distribution Date on which such increase
        occurs.  Any such increases shall be applied pro rata to the
        Certificate Balance of each Certificate of such Class.

       

      
        	
                SECTION
                  4.03.  

              	
                 [Reserved].

              


      

       

      
        	
                SECTION
                  4.04.  

              	
                Allocation
                  of Realized Losses.

              


      

       

      (a)  On
        or
        prior to each Determination Date, the Trustee shall determine the total amount
        of Realized Losses with respect to the related Distribution Date.  For
        purposes of allocating losses to the Subordinated Certificates, the Class
        M
        Certificates will be deemed to have a lower numerical Class designation,
        and to be of a higher relative payment priority, than any other Class of
        Subordinated Certificates.

       

      
        
          
          

        

        
          IV-6

          
            

          

        

        
          
          

        

      

      Realized
        Losses with respect to any Distribution Date shall be allocated as
        follows:

       

      (i)  the
        applicable PO Percentage of any Realized Loss on a Mortgage Loan in a Loan
        Group
        shall be allocated to the related Class of Class PO Certificates, until the
        Class Certificate Balance thereof is reduced to zero; and

       

      (ii)  the
        applicable Non-PO Percentage of any Realized Loss shall be allocated first
to the Subordinated Certificates in reverse order of their respective
        numerical Class designations (beginning with the Class of Subordinated
        Certificates then outstanding with the highest numerical Class designation)
        until the respective Class Certificate Balance of each such Class is reduced
        to
        zero, and second to the Classes of Certificates of the related Senior
        Certificate Group (other than any Notional Amount Certificates, if applicable,
        and the related Class of Class PO Certificates), pro rata, on the basis
        of their respective Class Certificate Balances or, in the case of any Class
        of
        Accrual Certificates or Accrual Component, on the basis of the lesser of
        its
        respective Class Certificate Balance or Component Balance, as applicable,
        and
        its respective initial Class Certificate Balance or Component Balance, as
        applicable, in each case immediately prior to the related Distribution Date,
        until the respective Class Certificate Balance or Component Balance of each
        such
        Class or Component is reduced to zero; provided, however, that the
        Non-PO Percentage of any Realized Losses on the Mortgage Loans in Loan Group
        1
        that would otherwise be allocable to the Class 1-A-1 Certificates will instead
        be allocated to the Class 1-A-2 Certificates, until its Class Certificate
        Balance is reduced to zero and the Non-PO Percentage of any Realized Losses
        on
        the Mortgage Loans in Loan Group 2 that would otherwise be allocable to the
        Class 2-A-6, Class 2-A-7 and Class 2-A-8 Certificates will instead be allocated,
        concurrently and on a pro rata basis, to the Class 2-A-3 Certificates, until
        its
        Class Certificate Balance is reduced to zero.

       

      (b)  The
        Class Certificate Balance of the Subordinated Certificates then outstanding
        with the highest numerical Class designation shall be reduced on each
        Distribution Date by the sum of (i) the amount of any payments on the Class
        PO
        Certificates in respect of Class PO Deferred Amounts and (ii) the amount,
        if any, by which the aggregate of the Class Certificate Balances of all
        outstanding Classes of Certificates (after giving effect to the distribution
        of
        principal and the allocation of Realized Losses and Class PO Deferred
        Amounts on such Distribution Date) exceeds the Pool Stated Principal Balance
        for
        the following Distribution Date.

       

      (c)  Any
        Realized Losses allocated to a Class of Certificates or any reduction in
        the Class Certificate Balance of a Class of Certificates pursuant to
        Section 4.04(a) above shall be allocated among the Certificates of such
        Class in proportion to their respective Certificate Balances.

       

      (d)  Any
        allocation of Realized Losses to a Certificate or to any Component or any
        reduction in the Certificate Balance or Component Balance of a Certificate
        or
        Component, pursuant to Section 4.04(a) above shall be accomplished by reducing
        the Certificate Balance or Component Balance thereof, as applicable, immediately
        following the distributions made on the related Distribution Date in accordance
        with the definition of “Certificate Balance” or “Component Balance,” as the case
        may be.

       

      
        	
                SECTION
                  4.05.  

              	
                Cross-Collateralization;
                  Adjustments to Available Funds.

              


      

       

      (a)  [Reserved].

       

      (b)  If
        on any
        Distribution Date the aggregate Class Certificate Balance of the Senior
        Certificates in a Senior Certificate Group (other than the related Class
        of
        Class PO Certificates) is greater than the Non-PO Pool Balance in the related
        Loan Group (the “Undercollateralized Group”), then the 

       

      
        
          
          

        

        
          IV-7

          
            

          

        

        
          
          

        

      

       

      Trustee
        shall reduce the Available Funds of the other Loan Group (the
“Overcollateralized Group”), as follows:

       

      (1)           to
        add to the Available Funds of the Undercollateralized Group an amount equal
        to
        the Available Funds of the Overcollateralized Group remaining after making
        distributions to the Senior Certificates of the Overcollateralized Group
        on such
        Distribution Date pursuant to Section 4.02; and

       

      (2)           to
        the Senior Certificates, other than the related Class of Class PO Certificates,
        of the Undercollateralized Group, to the extent of the principal portion
        of
        Available Funds of the Overcollateralized Group remaining after making
        distributions to the Senior Certificates of the Overcollateralized Group
        on such
        Distribution Date pursuant to Section 4.02, until the aggregate Class
        Certificate Balance of the Senior Certificates, other than the related Class
        of
        Class PO Certificates of such Undercollateralized Group, equals the Non-PO
        Pool
        Balance of the related Loan Group.

       

      
        	
                SECTION
                  4.06.  

              	
                Monthly
                  Statements to
                  Certificateholders.

              


      

       

      (a)  Concurrently
        with each distribution on a Distribution Date, the Trustee will forward by
        electronic delivery to each Rating Agency and make available to
        Certificateholders on the Trustee’s website
        (http://www.bnyinvestorreporting.com) a statement generally setting forth
        the
        information contained in Exhibit T hereto.  Such statement shall also
        indicate whether any exchanges of Exchangeable Certificates or Depositable
        Certificates have occurred since the immediately preceding Distribution Date
        and, if applicable, the Class designation, Class Certificate Balance or Notional
        Amount and Pass-Through Rate of any Classes of Certificates that were received
        by a Certificateholder as a result of such exchange as well as any Net
        Prepayment Interest Shortfalls and Realized Losses allocated to such
        Certificates as a result of such exchange.

       

      (b)  The
        Trustee’s responsibility for disbursing the above information to the
        Certificateholders is limited to the availability, timeliness and accuracy
        of
        the information provided by the Master Servicer.

       

      (c)  On
        or
        before the fifth Business Day following the end of each Prepayment Period
        (but
        in no event later than the third Business Day prior to the related Distribution
        Date), the Master Servicer shall deliver to the Trustee (which delivery may
        be
        by electronic data transmission) a report in substantially the form set forth
        as
        Schedule VI hereto.

       

      (d)  Within
        a
        reasonable period of time after the end of each calendar year, the Trustee
        shall
        cause to be furnished to each Person who at any time during the calendar
        year
        was a Certificateholder, a statement containing the information set forth
        in
        items (1), (2) and (7) on Exhibit U aggregated for such calendar year or
        applicable portion thereof during which such Person was a
        Certificateholder.  Such obligation of the Trustee shall be deemed to
        have been satisfied to the extent that substantially comparable information
        shall be provided by the Trustee pursuant to any requirements of the Code
        as
        from time to time in effect.

       

      
        	
                SECTION
                  4.07.  

              	
                Determination
                  of Pass-Through Rates for COFI
                  Certificates.

              


      

       

      The
        Pass-Through Rate for each Class of COFI Certificates for each Interest
        Accrual Period after the initial Interest Accrual Period shall be determined
        by
        the Trustee as provided below on the basis of the Index and the applicable
        formulae appearing in footnotes corresponding to the COFI Certificates in
        the
        table relating to the Certificates in the Preliminary Statement.

       

      
        
          
          

        

        
          IV-8

          
            

          

        

        
          
          

        

      

      Except
        as
        provided below, with respect to each Interest Accrual Period following the
        initial Interest Accrual Period, the Trustee shall not later than two Business
        Days prior to such Interest Accrual Period but following the publication
        of the
        applicable Index determine the Pass-Through Rate at which interest shall
        accrue
        in respect of the COFI Certificates during the related Interest Accrual
        Period.

       

      Except
        as
        provided below, the Index to be used in determining the respective Pass-Through
        Rates for the COFI Certificates for a particular Interest Accrual Period
        shall
        be COFI for the second calendar month preceding the Outside Reference Date
        for
        such Interest Accrual Period.  If at the Outside Reference Date for
        any Interest Accrual Period, COFI for the second calendar month preceding
        such
        Outside Reference Date has not been published, the Trustee shall use COFI
        for
        the third calendar month preceding such Outside Reference Date.  If
        COFI for neither the second nor third calendar months preceding any Outside
        Reference Date has been published on or before the related Outside Reference
        Date, the Index for such Interest Accrual Period and for all subsequent Interest
        Accrual Periods shall be the National Cost of Funds Index for the third calendar
        month preceding such Interest Accrual Period (or the fourth preceding calendar
        month if such National Cost of Funds Index for the third preceding calendar
        month has not been published by such Outside Reference Date).  In the
        event that the National Cost of Funds Index for neither the third nor fourth
        calendar months preceding an Interest Accrual Period has been published on
        or
        before the related Outside Reference Date, then for such Interest Accrual
        Period
        and for each succeeding Interest Accrual Period, the Index shall be LIBOR,
        determined in the manner set forth below.

       

      With
        respect to any Interest Accrual Period for which the applicable Index is
        LIBOR,
        LIBOR for such Interest Accrual Period will be established by the Trustee
        on the
        related Interest Determination Date as provided in Section 4.08.

       

      In
        determining LIBOR and any Pass-Through Rate for the COFI Certificates or
        any
        Reserve Interest Rate, the Trustee may conclusively rely and shall be protected
        in relying upon the offered quotations (whether written, oral or on the Reuters
        Screen) from the Reference Banks or the New York City banks as to LIBOR or
        the
        Reserve Interest Rate, as appropriate, in effect from time to
        time.  The Trustee shall not have any liability or responsibility to
        any Person for (i) the Trustee’s selection of New York City banks for purposes
        of determining any Reserve Interest Rate or (ii) its inability, following
        a
        good-faith reasonable effort, to obtain such quotations from the Reference
        Banks
        or the New York City banks or to determine such arithmetic mean, all as provided
        for in this Section 4.07.

       

      The
        establishment of LIBOR and each Pass-Through Rate for the COFI Certificates
        by
        the Trustee shall (in the absence of manifest error) be final, conclusive
        and
        binding upon each Holder of a Certificate and the Trustee.

       

      
        	
                SECTION
                  4.08.  

              	
                Determination
                  of Pass-Through Rates for LIBOR
                  Certificates.

              


      

       

      (a)  On
        each
        Interest Determination Date so long as any LIBOR Certificates are Outstanding,
        the Trustee will determine LIBOR on the basis of the British Bankers’
Association (“BBA”) “Interest Settlement Rate” for one-month deposits in U.S.
        dollars as quoted on the Bloomberg Terminal as of each LIBOR Determination
        Date.

       

      (b)  If
        on any
        Interest Determination Date, LIBOR cannot be determined as provided in paragraph
        (a) of this Section 4.08, the Trustee shall either (i) request each Reference
        Bank to inform the Trustee of the quotation offered by its principal London
        office for making one-month United States dollar deposits in leading banks
        in
        the London interbank market, as of 11:00 a.m. (London time) on such Interest
        Determination Date or (ii) in lieu of making any such request, rely on such
        Reference Bank quotations that appear at such time on the Reuters Screen
        LIBO
        Page (as defined in the International 

       

      
        
          
          

        

        
          IV-9

          
            

          

        

        
          
          

        

      

       

      Swap
        Dealers Association Inc. Code of Standard Wording, Assumptions and Provisions
        for Swaps, 1986 Edition), to the extent available.  LIBOR for the next
        Interest Accrual Period will be established by the Trustee on each interest
        Determination Date as follows:

       

      (i)  If
        on any
        Interest Determination Date two or more Reference Banks provide such offered
        quotations, LIBOR for the next applicable Interest Accrual Period shall be
        the
        arithmetic mean of such offered quotations (rounding such arithmetic mean
        upwards if necessary to the nearest whole multiple of 1/32%).

       

      (ii)  If
        on any
        Interest Determination Date only one or none of the Reference Banks provides
        such offered quotations, LIBOR for the next Interest Accrual Period shall
        be
        whichever is the higher of (i) LIBOR as determined on the previous Interest
        Determination Date or (ii) the Reserve Interest Rate.  The “Reserve
        Interest Rate” shall be the rate per annum which the Trustee determines to be
        either (i) the arithmetic mean (rounded upwards if necessary to the nearest
        whole multiple of 1/32%) of the one-month United States dollar lending rates
        that New York City banks selected by the Trustee are quoting, on the relevant
        Interest Determination Date, to the principal London offices of at least
        two of
        the Reference Banks to which such quotations are, in the opinion of the Trustee,
        being so made, or (ii) in the event that the Trustee can determine no such
        arithmetic mean, the lowest one-month United States dollar lending rate which
        New York City banks selected by the Trustee are quoting on such Interest
        Determination Date  to leading European banks.

       

      (iii)  If
        on any
        Interest Determination Date the Trustee is required but is unable to determine
        the Reserve Interest Rate in the manner provided in paragraph (b) above,
        LIBOR
        for the related Classes of Certificates shall be LIBOR as determined on the
        preceding applicable Interest Determination Date.

       

      Until
        all
        of the LIBOR Certificates are paid in full, the Trustee will at all times
        retain
        at least four Reference Banks for the purpose of determining LIBOR with respect
        to each Interest Determination Date.  The Master Servicer initially
        shall designate the Reference Banks.  Each “Reference Bank” shall be a
        leading bank engaged in transactions in Eurodollar deposits in the international
        Eurocurrency market, shall not control, be controlled by, or be under common
        control with, the Trustee and shall have an established place of business
        in
        London.  If any such Reference Bank should be unwilling or unable to
        act as such or if the Master Servicer should terminate its appointment as
        Reference Bank, the Trustee shall promptly appoint or cause to be appointed
        another Reference Bank.  The Trustee shall have no liability or
        responsibility to any Person for (i) the selection of any Reference Bank
        for
        purposes of determining LIBOR or (ii) any inability to retain at least four
        Reference Banks which is caused by circumstances beyond its reasonable
        control.

       

      (c)  The
        Pass-Through Rate for each Class of LIBOR Certificates for each Interest
        Accrual Period shall be determined by the Trustee on each Interest Determination
        Date so long as the LIBOR Certificates are Outstanding on the basis of LIBOR
        and
        the respective formulae appearing in footnotes corresponding to the LIBOR
        Certificates in the table relating to the Certificates in the Preliminary
        Statement.

       

      In
        determining LIBOR, any Pass-Through Rate for the LIBOR Certificates, any
        Interest Settlement Rate, or any Reserve Interest Rate, the Trustee may
        conclusively rely and shall be protected in relying upon the offered quotations
        (whether written, oral or on the Dow Jones Markets) from the BBA designated
        banks, the Reference Banks or the New York City banks as to LIBOR, the Interest
        Settlement Rate or the Reserve Interest Rate, as appropriate, in effect from
        time to time.  The Trustee shall not have any liability or
        responsibility to any Person for (i) the Trustee’s selection of New York City
        banks for 

       

      
        
          
          

        

        
          IV-10

          
            

          

        

        
          
          

        

      

       

      purposes
        of determining any Reserve Interest Rate or (ii) its inability, following
        a
        good-faith reasonable effort, to obtain such quotations from, the BBA designated
        banks, the Reference Banks or the New York City banks or to determine such
        arithmetic mean, all as provided for in this Section 4.08.

       

      The
        establishment of LIBOR and each Pass-Through Rate for the LIBOR Certificates
        by
        the Trustee shall (in the absence of manifest error) be final, conclusive
        and
        binding upon each Holder of a Certificate and the Trustee.

       

      
        
          
          

        

        
          IV-11

          
            

          

        

        
          
          

        

      

      ARTICLE
        V

       

      THE
        CERTIFICATES

       

      
        	
                SECTION
                  5.01.  

              	
                The
                  Certificates.

              


      

       

      The
        Certificates shall be substantially in the forms attached hereto as
        exhibits.  The Certificates shall be issuable in registered form, in
        the minimum denominations, integral multiples in excess thereof (except that
        one
        Certificate in each Class may be issued in a different amount which must be
        in excess of the applicable minimum denomination) and aggregate denominations
        per Class set forth in the Preliminary Statement.

       

      Subject
        to Section 9.02 hereof respecting the final distribution on the Certificates,
        on
        each Distribution Date the Trustee shall make distributions to each
        Certificateholder of record on the preceding Record Date either (x) by wire
        transfer in immediately available funds to the account of such holder at
        a bank
        or other entity having appropriate facilities therefor, if (i) such Holder
        has
        so notified the Trustee at least five Business Days prior to the related
        Record
        Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B)
        100% of the Class Certificate Balance of any Class of Certificates or
        (C) Certificates of any Class with aggregate principal Denominations of not
        less than $1,000,000 or (y) by check mailed by first class mail to such
        Certificateholder at the address of such holder appearing in the Certificate
        Register.

       

      The
        Certificates shall be executed by manual or facsimile signature on behalf
        of the
        Trustee by an authorized officer.  Certificates bearing the manual or
        facsimile signatures of individuals who were, at the time when such signatures
        were affixed, authorized to sign on behalf of the Trustee shall bind the
        Trustee, notwithstanding that such individuals or any of them have ceased
        to be
        so authorized prior to the countersignature and delivery of such Certificates
        or
        did not hold such offices at the date of such Certificate.  No
        Certificate shall be entitled to any benefit under this Agreement, or be
        valid
        for any purpose, unless countersigned by the Trustee by manual signature,
        and
        such countersignature upon any Certificate shall be conclusive evidence,
        and the
        only evidence, that such Certificate has been duly executed and delivered
        hereunder.  All Certificates shall be dated the date of their
        countersignature.  On the Closing Date, the Trustee shall countersign
        the Certificates to be issued at the direction of the Depositor, or any
        affiliate thereof.

       

      The
        Depositor shall provide, or cause to be provided, to the Trustee on a continuous
        basis, an adequate inventory of Certificates to facilitate
        transfers.

       

      
        	
                SECTION
                  5.02.  

              	
                Certificate
                  Register; Registration of Transfer and Exchange of
                  Certificates.

              


      

       

      (a)  The
        Trustee shall maintain, or cause to be maintained in accordance with the
        provisions of Section 5.06 hereof, a Certificate Register for the Trust Fund
        in
        which, subject to the provisions of subsections (b) and (c) below and to
        such
        reasonable regulations as it may prescribe, the Trustee shall provide for
        the
        registration of Certificates and of transfers and exchanges of Certificates
        as
        herein provided.  Upon surrender for registration of transfer of any
        Certificate, the Trustee shall execute and deliver, in the name of the
        designated transferee or transferees, one or more new Certificates of the
        same
        Class and aggregate Percentage Interest.

       

      At
        the
        option of a Certificateholder, Certificates may be exchanged for other
        Certificates of the same Class in authorized denominations and evidencing
        the same aggregate Percentage Interest upon surrender of the Certificates
        to be
        exchanged at the office or agency of the Trustee.  Whenever any


       

       

      
        
          
          

        

        
          V-1

          
            

          

        

        
          
          

        

      

       

      Certificates
        are so surrendered for exchange, the Trustee shall execute, authenticate,
        and
        deliver the Certificates which the Certificateholder making the exchange
        is
        entitled to receive.  Every Certificate presented or surrendered for
        registration of transfer or exchange shall be accompanied by a written
        instrument of transfer in form satisfactory to the Trustee duly executed
        by the
        holder thereof or his attorney duly authorized in writing.

       

      No
        service charge to the Certificateholders shall be made for any registration
        of
        transfer or exchange of Certificates, but payment of a sum sufficient to
        cover
        any tax or governmental charge that may be imposed in connection with any
        transfer or exchange of Certificates may be required.

       

      All
        Certificates surrendered for registration of transfer or exchange shall be
        cancelled and subsequently destroyed by the Trustee in accordance with the
        Trustee’s customary procedures.

       

      (b)  No
        transfer of a Private Certificate shall be made unless such transfer is made
        pursuant to an effective registration statement under the Securities Act
        and any
        applicable state securities laws or is exempt from the registration requirements
        under said Act and such state securities laws.  In the event that a
        transfer is to be made in reliance upon an exemption from the Securities
        Act and
        such laws, in order to assure compliance with the Securities Act and such
        laws,
        the Certificateholder desiring to effect such transfer and such
        Certificateholder’s prospective transferee shall each certify to the Trustee in
        writing the facts surrounding the transfer in substantially the forms set
        forth
        in Exhibit J-2 (the “Transferor Certificate”) and (i) deliver a letter in
        substantially the form of either Exhibit K (the “Investment Letter”) or Exhibit
        L-1 (the “Rule 144A Letter”) or (ii) there shall be delivered to the Trustee at
        the expense of the transferor an Opinion of Counsel that such transfer may
        be
        made pursuant to an exemption from the Securities Act.  The Depositor
        shall provide to any Holder of a Private Certificate and any prospective
        transferee designated by any such Holder, information regarding the related
        Certificates and the Mortgage Loans and such other information as shall be
        necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4)
        for transfer of any such Certificate without registration thereof under the
        Securities Act pursuant to the registration exemption provided by Rule
        144A.  The Trustee and the Master Servicer shall cooperate with the
        Depositor in providing the Rule 144A information referenced in the preceding
        sentence, including providing to the Depositor such information regarding
        the
        Certificates, the Mortgage Loans and other matters regarding the Trust Fund
        as
        the Depositor shall reasonably request to meet its obligation under the
        preceding sentence.  Each Holder of a Private Certificate desiring to
        effect such transfer shall, and does hereby agree to, indemnify the Trustee
        and
        the Depositor, the Sellers and the Master Servicer against any liability
        that
        may result if the transfer is not so exempt or is not made in accordance
        with
        such federal and state laws.

       

      No
        transfer of an ERISA-Restricted Certificate shall be made unless the Trustee
        shall have received either (i) a representation from the transferee of such
        Certificate acceptable to and in form and substance satisfactory to the Trustee
        (in the event such Certificate is a Private Certificate, such requirement
        is
        satisfied only by the Trustee’s receipt of a representation letter from the
        transferee substantially in the form of Exhibit K or Exhibit L-1, or in the
        event such Certificate is a Residual Certificate, such requirement is satisfied
        only by the Trustee’s receipt of a representation letter from the transferee
        substantially in the form of Exhibit I), to the effect that (x) such transferee
        is not a Plan or (y) in the case of a Certificate that is an ERISA-Restricted
        Certificate and that has been the subject of an ERISA-Qualifying Underwriting,
        a
        representation that the transferee is an insurance company which is purchasing
        such Certificate with funds contained in an “insurance company general account”
(as such term is defined in Section V(e) of Prohibited Transaction
        Class Exemption 95-60 (“PTCE 95-60”)) and that
        the purchase and holding of such Certificate satisfy the requirements for
        exemptive relief under Sections I and III of PTCE 95-60 or (ii) in the case
        of
        any ERISA-Restricted Certificate presented for registration in the name of
        a
        Plan, an Opinion of Counsel satisfactory to the Trustee, which Opinion of
        Counsel shall not be an expense of either the Trustee, the Master Servicer
        or
        the Trust Fund, addressed to 

       

      
        
          
          

        

        
          V-2

          
            

          

        

        
          
          

        

      

       

      the
        Trustee and the Master Servicer, to the effect that the purchase and holding
        of
        such ERISA-Restricted Certificate will not result in a non-exempt prohibited
        transaction under Section 406 of ERISA or Section 4975 of the Code, and will
        not
        subject the Trustee or the Master Servicer to any obligation in addition
        to
        those expressly undertaken in this Agreement or to any liability.  For
        purposes of the preceding sentence, with respect to an ERISA-Restricted
        Certificate that is not a Residual Certificate, in the event the representation
        letter or Opinion of Counsel referred to in the preceding sentence is not
        so
        furnished, one of the representations in clause (i), as appropriate, shall
        be
        deemed to have been made to the Trustee by the transferee’s (including an
        initial acquiror’s) acceptance of the ERISA-Restricted
        Certificate.  Notwithstanding anything else to the contrary herein,
        any purported transfer of an ERISA-Restricted Certificate to or on behalf
        of a
        Plan without the delivery to the Trustee of an Opinion of Counsel satisfactory
        to the Trustee as described above shall be void and of no effect.

       

      To
        the
        extent permitted under applicable law (including, but not limited to, ERISA),
        the Trustee shall be under no liability to any Person for any registration
        of or
        transfer of any ERISA-Restricted Certificate that is in fact not permitted
        by
        this Section 5.02(b) or for making any payments due on such Certificate to
        the
        Holder thereof or taking any other action with respect to such Holder under
        the
        provisions of this Agreement so long as the transfer was registered by the
        Trustee in accordance with the foregoing requirements.

       

      (c)  Each
        Person who has or who acquires any Ownership Interest in a Residual Certificate
        shall be deemed by the acceptance or acquisition of such Ownership Interest
        to
        have agreed to be bound by the following provisions, and the rights of each
        Person acquiring any Ownership Interest in a Residual Certificate are expressly
        subject to the following provisions:

       

      (i)  Each
        Person holding or acquiring any Ownership Interest in a Residual Certificate
        shall be a Permitted Transferee and shall promptly notify the Trustee of
        any
        change or impending change in its status as a Permitted Transferee.

       

      (ii)  Except
        in
        connection with (i) the registration of the Tax Matters Person Certificate
        in
        the name of the Trustee or (ii) any registration in the name of, or transfer
        of
        a Residual Certificate to, an affiliate of the Depositor (either directly
        or
        through a nominee) in connection with the initial issuance of the Certificates,
        no Ownership Interest in a Residual Certificate may be registered on the
        Closing
        Date or thereafter transferred, and the Trustee shall not register the Transfer
        of any Residual Certificate unless the Trustee shall have been furnished
        with an
        affidavit (a “Transfer Affidavit”) of the initial owner or the proposed
        transferee in the form attached hereto as Exhibit I.

       

      (iii)  Each
        Person holding or acquiring any Ownership Interest in a Residual Certificate
        shall agree (A) to obtain a Transfer Affidavit from any other Person to whom
        such Person attempts to Transfer its Ownership Interest in a Residual
        Certificate, (B) to obtain a Transfer Affidavit from any Person for whom
        such
        Person is acting as nominee, trustee or agent in connection with any Transfer
        of
        a Residual Certificate and (C) not to Transfer its Ownership Interest in
        a
        Residual Certificate or to cause the Transfer of an Ownership Interest in
        a
        Residual Certificate to any other Person if it has actual knowledge that
        such
        Person is not a Permitted Transferee and to provide to the Trustee a certificate
        substantially in the form attached hereto as Exhibit J-1 stating that it
        has no
        knowledge that such Person is not a Permitted Transferee.

       

      (iv)  Any
        attempted or purported Transfer of any Ownership Interest in a Residual
        Certificate in violation of the provisions of this Section 5.02(c) shall
        be
        absolutely null and void and shall vest no rights in the purported
        Transferee.  If any purported transferee shall become a Holder of a
        Residual Certificate in violation of the provisions of this Section 5.02(c),
        then the last 

       

      
        
          
          

        

        
          V-3

          
            

          

        

        
          
          

        

      

       

      preceding
        Permitted Transferee shall be restored to all rights as Holder thereof
        retroactive to the date of registration of Transfer of such Residual
        Certificate.  The Trustee shall be under no liability to any Person
        for any registration of Transfer of a Residual Certificate that is in fact
        not
        permitted by Section 5.02(b) and this Section 5.02(c) or for making any payments
        due on such Certificate to the Holder thereof or taking any other action
        with
        respect to such Holder under the provisions of this Agreement so long as
        the
        Transfer was registered after receipt of the related Transfer Affidavit,
        Transferor Certificate and either the Rule 144A Letter or the Investment
        Letter,
        if required.  The Trustee shall be entitled but not obligated to
        recover from any Holder of a Residual Certificate that was in fact not a
        Permitted Transferee at the time it became a Holder or, at such subsequent
        time
        as it became other than a Permitted Transferee, all payments made on such
        Residual Certificate at and after either such time.  Any such payments
        so recovered by the Trustee shall be paid and delivered by the Trustee to
        the
        last preceding Permitted Transferee of such Certificate.

       

      (v)  The
        Depositor shall use its best efforts to make available, upon receipt of written
        request from the Trustee, all information necessary to compute any tax imposed
        under Section 860E(e) of the Code as a result of a Transfer of an Ownership
        Interest in a Residual Certificate to any Holder who is not a Permitted
        Transferee.

       

      The
        restrictions on Transfers of a Residual Certificate set forth in this Section
        5.02(c) shall cease to apply (and the applicable portions of the legend on
        a
        Residual Certificate may be deleted) with respect to Transfers occurring
        after
        delivery to the Trustee of an Opinion of Counsel, which Opinion of Counsel
        shall
        not be an expense of the Trust Fund, the Trustee, the Master Servicer or
        any
        Seller, to the effect that the elimination of such restrictions will not
        cause
        any REMIC hereunder to fail to qualify as a REMIC at any time that the
        Certificates are Outstanding or result in the imposition of any tax on the
        Trust
        Fund, a Certificateholder or another Person.  Each Person holding or
        acquiring any Ownership Interest in a Residual Certificate hereby consents
        to
        any amendment of this Agreement which, based on an Opinion of Counsel furnished
        to the Trustee, is reasonably necessary (a) to ensure that the record ownership
        of, or any beneficial interest in, a Residual Certificate is not transferred,
        directly or indirectly, to a Person that is not a Permitted Transferee and
        (b)
        to provide for a means to compel the Transfer of a Residual Certificate which
        is
        held by a Person that is not a Permitted Transferee to a Holder that is a
        Permitted Transferee.

       

      (d)  The
        preparation and delivery of all certificates and opinions referred to above
        in
        this Section 5.02 in connection with transfer shall be at the expense of
        the
        parties to such transfers.

       

      (e)  Except
        as
        provided below, the Book-Entry Certificates shall at all times remain registered
        in the name of the Depository or its nominee and at all times: (i) registration
        of the Certificates may not be transferred by the Trustee except to another
        Depository; (ii) the Depository shall maintain book-entry records with respect
        to the Certificate Owners and with respect to ownership and transfers of
        such
        Book-Entry Certificates; (iii) ownership and transfers of registration of
        the
        Book-Entry Certificates on the books of the Depository shall be governed
        by
        applicable rules established by the Depository; (iv) the Depository may collect
        its usual and customary fees, charges and expenses from its Depository
        Participants; (v) the Trustee shall deal with the Depository, Depository
        Participants and indirect participating firms as representatives of the
        Certificate Owners of the Book-Entry Certificates for purposes of exercising
        the
        rights of holders under this Agreement, and requests and directions for and
        votes of such representatives shall not be deemed to be inconsistent if they
        are
        made with respect to different Certificate Owners; and (vi) the Trustee may
        rely
        and shall be fully protected in relying upon information furnished by the
        Depository with respect to its Depository Participants and furnished by the
        Depository Participants with respect to indirect participating firms and
        persons
        shown on the books of such indirect participating firms as direct or indirect
        Certificate Owners.

       

      
        
          
          

        

        
          V-4

          
            

          

        

        
          
          

        

      

      All
        transfers by Certificate Owners of Book-Entry Certificates shall be made
        in
        accordance with the procedures established by the Depository Participant
        or
        brokerage firm representing such Certificate Owner.  Each Depository
        Participant shall only transfer Book-Entry Certificates of Certificate Owners
        it
        represents or of brokerage firms for which it acts as agent in accordance
        with
        the Depository’s normal procedures.

       

      If
        (x)
        (i) the Depository or the Depositor advises the Trustee in writing that the
        Depository is no longer willing or able to properly discharge its
        responsibilities as Depository, and (ii) the Trustee or the Depositor is
        unable
        to locate a qualified successor or (y) after the occurrence of an Event of
        Default, Certificate Owners representing at least 51% of the Certificate
        Balance
        of the Book-Entry Certificates together advise the Trustee and the Depository
        through the Depository Participants in writing that the continuation of a
        book-entry system through the Depository is no longer in the best interests
        of
        the Certificate Owners, the Trustee shall notify all Certificate Owners,
        through
        the Depository, of the occurrence of any such event and of the availability
        of
        definitive, fully-registered Certificates (the “Definitive Certificates”) to
        Certificate Owners requesting the same.  Upon surrender to the Trustee
        of the related Class of Certificates by the Depository, accompanied by the
        instructions from the Depository for registration, the Trustee shall issue
        the
        Definitive Certificates.  Neither the Master Servicer, the Depositor
        nor the Trustee shall be liable for any delay in delivery of such instruction
        and each may conclusively rely on, and shall be protected in relying on,
        such
        instructions.  The Master Servicer shall provide the Trustee with an
        adequate inventory of certificates to facilitate the issuance and transfer
        of
        Definitive Certificates.  Upon the issuance of Definitive Certificates
        all references herein to obligations imposed upon or to be performed by the
        Depository shall be deemed to be imposed upon and performed by the Trustee,
        to
        the extent applicable with respect to such Definitive Certificates and the
        Trustee shall recognize the Holders of the Definitive Certificates as
        Certificateholders hereunder; provided that the Trustee shall not by virtue
        of
        its assumption of such obligations become liable to any party for any act
        or
        failure to act of the Depository.

       

      
        	
                SECTION
                  5.03.  

              	
                Mutilated,
                  Destroyed, Lost or Stolen
                  Certificates.

              


      

       

      If
        (a)
        any mutilated Certificate is surrendered to the Trustee, or the Trustee receives
        evidence to its satisfaction of the destruction, loss or theft of any
        Certificate and (b) there is delivered to the Master Servicer and the Trustee
        such security or indemnity as may be required by them to save each of them
        harmless, then, in the absence of notice to the Trustee that such Certificate
        has been acquired by a bona fide purchaser, the Trustee shall execute,
        countersign and deliver, in exchange for or in lieu of any such mutilated,
        destroyed, lost or stolen Certificate, a new Certificate of like Class, tenor
        and Percentage Interest.  In connection with the issuance of any new
        Certificate under this Section 5.03, the Trustee may require the payment
        of a
        sum sufficient to cover any tax or other governmental charge that may be
        imposed
        in relation thereto and any other expenses (including the fees and expenses
        of
        the Trustee) connected therewith.  Any replacement Certificate issued
        pursuant to this Section 5.03 shall constitute complete and indefeasible
        evidence of ownership, as if originally issued, whether or not the lost,
        stolen
        or destroyed Certificate shall be found at any time.

       

      
        	
                SECTION
                  5.04.  

              	
                Persons
                  Deemed Owners.

              


      

       

      The
        Master Servicer, the Trustee and any agent of the Master Servicer or the
        Trustee
        may treat the Person in whose name any Certificate is registered as the owner
        of
        such Certificate for the purpose of receiving distributions as provided in
        this
        Agreement and for all other purposes whatsoever, and neither the Master
        Servicer, the Trustee nor any agent of the Master Servicer or the Trustee
        shall
        be affected by any notice to the contrary.

       

      
        
          
          

        

        
          V-5

          
            

          

        

        
          
          

        

      

      
        	
                SECTION
                  5.05.  

              	
                Access
                  to List of Certificateholders’ Names and
                  Addresses.

              


      

       

      If
        three
        or more Certificateholders and/or Certificate Owners (a) request such
        information in writing from the Trustee, (b) state that such Certificateholders
        and/or Certificate Owners desire to communicate with other Certificateholders
        and/or Certificate Owners with respect to their rights under this Agreement
        or
        under the Certificates, and (c) provide a copy of the communication which
        such
        Certificateholders and/or Certificate Owners propose to transmit, or if the
        Depositor or Master Servicer shall request such information in writing from
        the
        Trustee, then the Trustee shall, within ten Business Days after the receipt
        of
        such request, (x) provide the Depositor, the Master Servicer or such
        Certificateholders and/or Certificate Owners at such recipients’ expense the
        most recent list of the Certificateholders of such Trust Fund held by the
        Trustee, if any, and (y) assist the Depositor, the Master Servicer or such
        Certificateholders and/or Certificate Owners at such recipients’ expense with
        obtaining from the Depository a list of the related Depository Participants
        acting on behalf of Certificate Owners of Book Entry
        Certificates.  The Depositor and every Certificateholder and
        Certificate Owner, by receiving and holding a Certificate or beneficial interest
        therein, agree that the Trustee shall not be held accountable by reason of
        the
        disclosure of any such information as to the list of the Certificateholders
        and/or Depository Participants hereunder, regardless of the source from which
        such information was derived.

       

      
        	
                SECTION
                  5.06.  

              	
                Maintenance
                  of Office or Agency.

              


      

       

      The
        Trustee will maintain or cause to be maintained at its expense an office
        or
        offices or agency or agencies in New York City where Certificates may be
        surrendered for registration of transfer or exchange.  The Trustee
        initially designates its Corporate Trust Office for such
        purposes.  The Trustee will give prompt written notice to the
        Certificateholders of any change in such location of any such office or
        agency.

       

      
        	
                SECTION
                  5.07.  

              	
                Depositable
                  and Exchangeable Certificates.

              


      

       

      (a)  On
        the
        Closing Date, there is hereby established a separate trust (the “ES Trust”),
        which shall be a Grantor Trust for federal income tax purposes.  The
        ES Trust shall be maintained by the Trustee in its name, for the benefit
        of the
        Holders of the Certificates.  The assets of the ES Trust shall consist
        of the SR-A-R Interest and the uncertificated Master REMIC Interests which
        have
        been placed in the ES Trust through the efforts of the Underwriter
        (Senior).  The SR-A-R Interest and the uncertificated Master REMIC
        Interests in the ES Trust shall be held by the Trustee.  On the
        Closing Date, the ES Trust shall issue the several Classes of
        Certificates.  Each Class of Exchangeable Certificates shall be issued
        on the Closing Date with a Class Certificate Balance of zero. Upon the sale
        of
        the Certificates on the Closing Date, the Exchangeable Certificates shall
        be
        placed with the Trustee through the efforts of the Underwriter to be held
        to
        facilitate the exchange of Depositable and Exchangeable Certificates on and
        after the Closing Date.  Among the Depositable and Exchangeable
        Certificates, the beneficial interest of the uncertificated Master REMIC
        Interests shall be represented by the related Depositable Certificates until
        such Depositable Certificates have been exchanged for Exchangeable Certificates,
        at which time, such Exchangeable Certificates shall represent those
        uncertificated Master REMIC Interests.

       

      The
        Trustee, as trustee of the ES Trust, shall establish and maintain, on behalf
        of
        the Holders of the Exchangeable Certificates, the Exchangeable Certificates
        Distribution Account.  All funds on deposit in the Exchangeable
        Certificates Distribution Account shall be held separate and apart from,
        and
        shall not be commingled with, any other moneys, including without limitation,
        other moneys held by the Trustee pursuant to this Agreement.

       

      On
        each
        Distribution Date, the Trustee, as holder of any surrendered Depositable
        Certificates, shall deposit in the Exchangeable Certificates Distribution
        Account any amounts 

       

      
        
          
          

        

        
          V-6

          
            

          

        

        
          
          

        

      

       

      distributable
        to the surrendered Depositable Certificates pursuant to Section
        4.02.  For the avoidance of doubt, if on any Distribution Date no
        Classes of Depositable Certificates have been surrendered or if all Classes
        of
        Exchangeable Certificates have been exchanged for Depositable Certificates
        according to Section 5.07(e), then no amounts will be deposited in the
        Exchangeable Certificates Deposit Account on such Distribution
        Date.

       

      On
        each
        Distribution Date, the Trustee shall make withdrawals from the Exchangeable
        Certificates Distribution Account to make distributions to the Classes of
        Exchangeable Certificates then entitled to distributions pursuant to Section
        5.07(b).

       

      Funds
        in
        the Exchangeable Certificates Distribution Account shall remain
        uninvested.

       

      (b)  On
        each
        Distribution Date, the Trustee shall withdraw funds on deposit in the
        Exchangeable Certificates Distribution Account on deposit therein from
        distributions to the surrendered Depositable Certificates for such Distribution
        Date and distribute such amount to the Holders of each related Class of
        Exchangeable Certificates.  Amounts related to interest distributed to
        the surrendered Depositable Certificates shall be distributed as interest
        to the
        related Class or Classes of Exchangeable Certificates pursuant to Section
        4.02(a)(ii).  All distributions of principal to the Exchangeable
        Certificates shall be made pro rata among the Classes of Exchangeable
        Certificates within each Recombination Group unless specifically provided
        for
        otherwise in Schedule VII.  All distributions that are made with
        respect to a particular Class of Exchangeable Certificates shall be made
        pro
        rata among all Certificates of such Class in proportion to their respective
        Class Certificate Balances.

       

      In
        addition, the Trustee may from time to time make withdrawals from the
        Exchangeable Certificates Distribution Account for the following
        purposes:

       

      (i)  to
        withdraw any amount deposited in the Exchangeable Certificates Distribution
        Account and not required to be deposited therein; and

       

      (ii)  to
        clear
        and terminate the Exchangeable Certificates Distribution Account upon the
        termination of this Agreement.

       

      (c)  On
        each
        Distribution Date on which a Class of Exchangeable Certificates shall be
        entitled to receive distributions pursuant to Section 5.07(b), such Class
        shall
        be allocated a proportionate share of the Net Prepayment Interest Shortfalls,
        the interest portion of Debt Service Reductions and Relief Act Reductions
        allocable to the Classes of Depositable Certificates in the related
        Recombination Group.

       

      (d)  On
        each
        Distribution Date on which a Class of Exchangeable Certificates shall be
        entitled to receive distributions pursuant to Section 5.07(b), such Class
        shall
        be allocated a proportionate share of the Realized Losses allocable to the
        Classes of Depositable Certificates in the related Recombination
        Group.

       

      (e)  Upon
        the
        presentation and surrender of the Depositable Certificates, the Holder thereof
        transfers, assigns, sets over and otherwise conveys to the Trustee of the
        ES
        Trust, all of such Holder’s right, title and interest in and to such Depositable
        Certificates, including all payments of interest thereon received after the
        month of the exchange.  The Trustee on behalf of the ES Trust shall
        furnish written acknowledgement to the Holder of such surrendered Certificate
        of
        the transfer and assignment to it of such Depositable Certificates.

       

      At
        the
        request of the Holder of a Class or Classes of Depositable Certificates,
        and
        upon the surrender of such Depositable Certificates, the Trustee shall deliver
        such Exchangeable Certificates as 

       

      
        
          
          

        

        
          V-7

          
            

          

        

        
          
          

        

      

       

      set
        forth
        in such Recombination Group in the respective Denominations determined based
        on
        the proportion that the initial Class Certificate Balance or initial Notional
        Amounts of such Exchangeable Certificates bear to the initial Class Certificate
        Balances of the Depositable Certificates, as set forth in Schedule VII, which
        shall represent in the aggregate, the entire beneficial ownership of the
        Master
        REMIC Interests related to such surrendered Certificates.  In
        addition, at the request of the Holder of a Class or Classes of Exchangeable
        Certificates, and upon the surrender of such Exchangeable Certificates, the
        Trustee shall exchange such Exchangeable Certificates for another Class or
        Classes of Exchangeable Certificates or the related surrendered Depositable
        Certificates, as set forth in Schedule VII.   There shall be no
        limitation on the number of exchanges authorized pursuant to this Section
        5.07,
        except that on or after the Distribution Date in June 2012 with respect to
        Recombination 2 in Schedule VII, Holders of the Class 2-A-6, Class 2-A-7
        and
        Class 2-A-8 Certificates will not be permitted to exchange those Classes
        of
        Certificates for the Class 2-A-1, Class 2-A-2 and Class 2-A-5 Certificates
        and
        Holders of the Class 2-A-1, Class 2-A-2 and Class 2-A-5 Certificates will
        not be
        permitted to exchange those Classes of Certificates for the Class 2-A-6,
        Class
        2-A-7 and Class 2-A-8 Certificates.

       

      Holders
        may exchange their Certificates according to this Section 5.07(e) by (i)
        providing notice to the Trustee no later than three (3) Business Days prior
        to
        the date on which the Holder wishes to make such exchange (the “Exchange Date”),
        which Exchange Date is subject to the Trustee’s approval and shall not be the
        first or last Business Day of the month, (ii) remitting the Exchange Fee,
        as
        determined in the next paragraph, to the Trustee and (iii) remitting the
        beneficial interest in the Depositable Certificates or the Exchangeable
        Certificates, as applicable, to the Trustee.  Any such notice to the
        Trustee (A) may be provided to the Trustee by email at cwmacrs@bankofny.com
        or
        by telephone at (800) 254-2826, (B) must include (i) the Certificateholder’s
        letterhead, (ii) a medallion stamp guarantee or be signed by an authorized
        signatory and be presented with an incumbency certificate and (iii) set forth
        the following information: (a) the CUSIP number of both the Certificates
        to be
        exchanged and the Certificates to be received, (b) the outstanding Class
        Certificate Balance and the initial Class Certificate Balance of the
        Certificates to be exchanged, (c) the Certificateholder’s DTC participant number
        and (d) the proposed Exchange Date, and (C) is irrevocable beginning on the
        second Business Day prior to the Exchange Date.  Such exchange will be
        completed by the Trustee upon the receipt by the Trustee of the Exchange
        Fee and
        the beneficial interest in the Depositable Certificates or the Exchangeable
        Certificates, as applicable.

       

      The
        preparation of all Certificates referred to in this Section 5.07(e) in
        connection with an exchange shall be at the expense of the parties to such
        exchanges.  For each exchange, the Certificateholder must pay the
        Trustee a fee (the “Exchange Fee”) equal to 1/32 of 1% of the current Class
        Certificate Balance of the Certificates to be Exchanged but in no event shall
        the fee be less than $2,000 or greater than $25,000.

       

      
        
          
          

        

        
          V-8

          
            

          

        

        
          
          

        

      

      ARTICLE
        VI

       

      THE
        DEPOSITOR AND THE MASTER SERVICER

       

      
        	
                SECTION
                  6.01.  

              	
                Respective
                  Liabilities of the Depositor and the Master
                  Servicer.

              


      

       

      The
        Depositor and the Master Servicer shall each be liable in accordance herewith
        only to the extent of the obligations specifically and respectively imposed
        upon
        and undertaken by them herein.

       

      
        	
                SECTION
                  6.02.  

              	
                Merger
                  or Consolidation of the Depositor or the Master
                  Servicer.

              


      

       

      The
        Depositor will keep in full effect its existence, rights and franchises as
        a
        corporation under the laws of the United States or under the laws of one
        of the
        states thereof and will obtain and preserve its qualification to do business
        as
        a foreign corporation in each jurisdiction in which such qualification is
        or
        shall be necessary to protect the validity and enforceability of this Agreement,
        or any of the Mortgage Loans and to perform its duties under this
        Agreement.  The Master Servicer will keep in effect its existence,
        rights and franchises as a limited partnership under the laws of the United
        States or under the laws of one of the states thereof and will obtain and
        preserve its qualification or registration to do business as a foreign
        partnership in each jurisdiction in which such qualification or registration
        is
        or shall be necessary to protect the validity and enforceability of this
        Agreement or any of the Mortgage Loans and to perform its duties under this
        Agreement.

       

      Any
        Person into which the Depositor or the Master Servicer may be merged or
        consolidated, or any Person resulting from any merger or consolidation to
        which
        the Depositor or the Master Servicer shall be a party, or any person succeeding
        to the business of the Depositor or the Master Servicer, shall be the successor
        of the Depositor or the Master Servicer, as the case may be, hereunder, without
        the execution or filing of any paper or any further act on the part of any
        of
        the parties hereto, anything herein to the contrary notwithstanding; provided,
        however, that the successor or surviving Person to the Master Servicer shall
        be
        qualified to service mortgage loans on behalf of FNMA or FHLMC.

       

      As
        a
        condition to the effectiveness of any merger or consolidation, at least 15
        calendar days prior to the effective date of any merger or consolidation
        of the
        Master Servicer, the Master Servicer shall provide (x) written notice to
        the
        Depositor of any successor pursuant to this Section and (y) in writing and
        in
        form and substance reasonably satisfactory to the Depositor, all information
        reasonably requested by the Depositor in order to comply with its reporting
        obligation under Item 6.02 of Form 8-K with respect to a replacement Master
        Servicer.

       

      
        	
                SECTION
                  6.03.  

              	
                Limitation
                  on Liability of the Depositor, the Sellers, the Master Servicer
                  and
                  Others.

              


      

       

      None
        of
        the Depositor, the Master Servicer or any Seller or any of the directors,
        officers, employees or agents of the Depositor, the Master Servicer or any
        Seller shall be under any liability to the Certificateholders for any action
        taken or for refraining from the taking of any action in good faith pursuant
        to
        this Agreement, or for errors in judgment; provided, however, that this
        provision shall not protect the Depositor, the Master Servicer, any Seller
        or
        any such Person against any breach of representations or warranties made
        by it
        herein or protect the Depositor, the Master Servicer or any Seller or any
        such
        Person from any liability which would otherwise be imposed by reasons of
        willful
        misfeasance, bad faith or gross negligence in the performance of duties or
        by
        reason of reckless disregard of obligations and duties hereunder.  The
        Depositor, the Master Servicer, each Seller and any director, officer, employee
        or agent of the Depositor, the Master Servicer or each Seller may rely in
        good
        faith on 

       

      
        
          
          

        

        
          VI-1

          
            

          

        

        
          
          

        

      

       

       

      any
        document of any kind prima facie properly executed and submitted by any Person
        respecting any matters arising hereunder.  The Depositor, the Master
        Servicer, each Seller and any director, officer, employee or agent of the
        Depositor, the Master Servicer or any Seller shall be indemnified by the
        Trust
        Fund and held harmless against any loss, liability or expense incurred in
        connection with any audit, controversy or judicial proceeding relating to
        a
        governmental taxing authority or any legal action relating to this Agreement
        or
        the Certificates, other than any loss, liability or expense related to any
        specific Mortgage Loan or Mortgage Loans (except as any such loss, liability
        or
        expense shall be otherwise reimbursable pursuant to this Agreement) and any
        loss, liability or expense incurred by reason of willful misfeasance, bad
        faith
        or gross negligence in the performance of duties hereunder or by reason of
        reckless disregard of obligations and duties hereunder.  None of the
        Depositor, the Master Servicer or any Seller shall be under any obligation
        to
        appear in, prosecute or defend any legal action that is not incidental to
        its
        respective duties hereunder and which in its opinion may involve it in any
        expense or liability; provided, however, that any of the Depositor, the Master
        Servicer or any Seller may in its discretion undertake any such action that
        it
        may deem necessary or desirable in respect of this Agreement and the rights
        and
        duties of the parties hereto and interests of the Trustee and the
        Certificateholders hereunder.  In such event, the legal expenses and
        costs of such action and any liability resulting therefrom shall be expenses,
        costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer
        and each Seller shall be entitled to be reimbursed therefor out of the
        Certificate Account.

       

      
        	
                SECTION
                  6.04.  

              	
                Limitation
                  on Resignation of Master
                  Servicer.

              


      

       

      The
        Master Servicer shall not resign from the obligations and duties hereby imposed
        on it except (a) upon appointment of a successor servicer and receipt by
        the
        Trustee of a letter from each Rating Agency that such a resignation and
        appointment will not result in a downgrade or withdrawal of the rating of
        any of
        the Certificates or (b) upon determination that its duties hereunder are
        no
        longer permissible under applicable law.  Any such determination under
        clause (b) permitting the resignation of the Master Servicer shall be evidenced
        by an Opinion of Counsel to such effect delivered to the Trustee.  No
        resignation of the Master Servicer shall become effective until the Trustee
        or a
        successor master servicer shall have assumed the Master Servicer’s
        responsibilities, duties, liabilities (other than those liabilities arising
        prior to the appointment of such successor) and obligations under this Agreement
        and the Depositor shall have received the information described in the following
        sentence.  As a condition to the effectiveness of any such
        resignation, at least 15 calendar days prior to the effective date of such
        resignation, the Master Servicer shall provide (x) written notice to the
        Depositor of any successor pursuant to this Section and (y) in writing and
        in
        form and substance reasonably satisfactory to the Depositor, all information
        reasonably requested by the Depositor in order to comply with its reporting
        obligation under Item 6.02 of Form 8-K with respect to the resignation of
        the
        Master Servicer.

       

      
        
          
          

        

        
          VI-2

          
            

          

        

        
          
          

        

      

      ARTICLE
        VII

       

      DEFAULT

       

      
        	
                SECTION
                  7.01.  

              	
                Events
                  of Default.

              


      

       

      “Event
        of
        Default,” wherever used herein, means any one of the following
        events:

       

      (i)  any
        failure by the Master Servicer to deposit in the Certificate Account or remit
        to
        the Trustee any payment required to be made under the terms of this Agreement,
        which failure shall continue unremedied for five days after the date upon
        which
        written notice of such failure shall have been given to the Master Servicer
        by
        the Trustee or the Depositor or to the Master Servicer and the Trustee by
        the
        Holders of Certificates having not less than 25% of the Voting Rights evidenced
        by the Certificates; or

       

      (ii)  any
        failure by the Master Servicer to observe or perform in any material respect
        any
        other of the covenants or agreements on the part of the Master Servicer
        contained in this Agreement (except with respect to a failure related to
        a
        Limited Exchange Act Reporting Obligation), which failure materially affects
        the
        rights of Certificateholders, that failure continues unremedied for a period
        of
        60 days after the date on which written notice of such failure shall have
        been
        given to the Master Servicer by the Trustee or the Depositor, or to the Master
        Servicer and the Trustee by the Holders of Certificates evidencing not less
        than
        25% of the Voting Rights evidenced by the Certificates; provided, however,
        that
        the sixty-day cure period shall not apply to the initial delivery of the
        Mortgage File for Delay Delivery Mortgage Loans nor the failure to substitute
        or
        repurchase in lieu of delivery; or

       

      (iii)  a
        decree
        or order of a court or agency or supervisory authority having jurisdiction
        in
        the premises for the appointment of a receiver or liquidator in any insolvency,
        readjustment of debt, marshalling of assets and liabilities or similar
        proceedings, or for the winding-up or liquidation of its affairs, shall have
        been entered against the Master Servicer and such decree or order shall have
        remained in force undischarged or unstayed for a period of 60 consecutive
        days;
        or

       

      (iv)  the
        Master Servicer shall consent to the appointment of a receiver or liquidator
        in
        any insolvency, readjustment of debt, marshalling of assets and liabilities
        or
        similar proceedings of or relating to the Master Servicer or all or
        substantially all of the property of the Master Servicer; or

       

      (v)  the
        Master Servicer shall admit in writing its inability to pay its debts generally
        as they become due, file a petition to take advantage of, or commence a
        voluntary case under, any applicable insolvency or reorganization statute,
        make
        an assignment for the benefit of its creditors, or voluntarily suspend payment
        of its obligations; or

       

      (vi)  the
        Master Servicer shall fail to reimburse in full the Trustee within five days
        of
        the Master Servicer Advance Date for any Advance made by the Trustee pursuant
        to
        Section 4.01(b) together with accrued and unpaid interest.

       

      If
        an
        Event of Default described in clauses (i) to (vi) of this Section shall occur,
        then, and in each and every such case, so long as such Event of Default shall
        not have been remedied, the Trustee may, or, if an Event of Default described
        in
        clauses (i) to (v) of this Section shall occur, then, and in each and every
        such
        case, so long as such Event of Default shall not have been remedied, at the
        direction of the 

       

      
        
          
          

        

        
          VII-1

          
            

          

        

        
          
          

        

      

       

      Holders
        of Certificates evidencing not less than 66-2/3% of the Voting Rights evidenced
        by the Certificates, the Trustee shall, by notice in writing to the Master
        Servicer (with a copy to each Rating Agency and the Depositor), terminate
        all of
        the rights and obligations of the Master Servicer under this Agreement and
        in
        and to the Mortgage Loans and the proceeds thereof, other than its rights
        as a
        Certificateholder hereunder.

       

      In
        addition, if during the period that the Depositor is required to file Exchange
        Act Reports with respect to the Trust Fund, the Master Servicer shall fail
        to
        observe or perform any of the obligations that constitute a Limited Exchange
        Act
        Reporting Obligation or the obligations set forth in Section 3.16(a) or Section
        11.07(a)(1) and (2), and such failure continues for the lesser of 10 calendar
        days or such period in which the applicable Exchange Act Report can be filed
        timely (without taking into account any extensions), so long as such failure
        shall not have been remedied, the Trustee shall, but only at the direction
        of
        the Depositor, terminate all of the rights and obligations of the Master
        Servicer under this Agreement and in and to the Mortgage Loans and the proceeds
        thereof, other than its rights as a Certificateholder hereunder.  The
        Depositor shall not be entitled to terminate the rights and obligations of
        the
        Master Servicer if a failure of the Master Servicer 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 Mortgage
        Loans.

       

      On
        and
        after the receipt by the Master Servicer of such written notice, all authority
        and power of the Master Servicer hereunder, whether with respect to the Mortgage
        Loans or otherwise, shall pass to and be vested in the Trustee.  The
        Trustee shall thereupon make any Advance which the Master Servicer failed
        to
        make subject to Section 4.01 hereof whether or not the obligations of the
        Master
        Servicer have been terminated pursuant to this Section.  The Trustee
        is hereby authorized and empowered to execute and deliver, on behalf of the
        Master Servicer, as attorney-in-fact or otherwise, any and all documents
        and
        other instruments, and to do or accomplish all other acts or things necessary
        or
        appropriate to effect the purposes of such notice of termination, whether
        to
        complete the transfer and endorsement or assignment of the Mortgage Loans
        and
        related documents, or otherwise.  Unless expressly provided in such
        written notice, no such termination shall affect any obligation of the Master
        Servicer to pay amounts owed pursuant to Article VIII.  The Master
        Servicer agrees to cooperate with the Trustee in effecting the termination
        of
        the Master Servicer’s responsibilities and rights hereunder, including, without
        limitation, the transfer to the Trustee of all cash amounts which shall at
        the
        time be credited to the Certificate Account, or thereafter be received with
        respect to the Mortgage Loans.

       

      Notwithstanding
        any termination of the activities of the Master Servicer hereunder, the Master
        Servicer shall be entitled to receive, out of any late collection of a Scheduled
        Payment on a Mortgage Loan which was due prior to the notice terminating
        such
        Master Servicer’s rights and obligations as Master Servicer hereunder and
        received after such notice, that portion thereof to which such Master Servicer
        would have been entitled pursuant to Sections 3.08(a)(i) through (viii),
        and any
        other amounts payable to such Master Servicer hereunder the entitlement to
        which
        arose prior to the termination of its activities hereunder.

       

      If
        the
        Master Servicer is terminated, the Trustee shall provide the Depositor in
        writing and in form and substance reasonably satisfactory to the Depositor,
        all
        information reasonably requested by the Depositor in order to comply with
        its
        reporting obligation under Item 6.02 of Form 8-K with respect to a successor
        master servicer in the event the Trustee should succeed to the duties of
        the
        Master Servicer as set forth herein.

       

      
        
          
          

        

        
          VII-2

          
            

          

        

        
          
          

        

         

      

      
        	
                SECTION
                  7.02.  

              	
                Trustee
                  to Act; Appointment of
                  Successor.

              


      

       

      On
        and
        after the time the Master Servicer receives a notice of termination pursuant
        to
        Section 7.01 hereof, the Trustee shall, subject to and to the extent provided
        in
        Section 3.04, be the successor to the Master Servicer in its capacity as
        master
        servicer under this Agreement and the transactions set forth or provided
        for
        herein and shall be subject to all the responsibilities, duties and liabilities
        relating thereto placed on the Master Servicer by the terms and provisions
        hereof and applicable law including the obligation to make Advances pursuant
        to
        Section 4.01.  As compensation therefor, the Trustee shall be entitled
        to all funds relating to the Mortgage Loans that the Master Servicer would
        have
        been entitled to charge to the Certificate Account or Distribution Account
        if
        the Master Servicer had continued to act hereunder.  Notwithstanding
        the foregoing, if the Trustee has become the successor to the Master Servicer
        in
        accordance with Section 7.01 hereof, the Trustee may, if it shall be unwilling
        to so act, or shall, if it is prohibited by applicable law from making Advances
        pursuant to Section 4.01 hereof or if it is otherwise unable to so act, appoint,
        or petition a court of competent jurisdiction to appoint, any established
        mortgage loan servicing institution the appointment of which does not adversely
        affect the then current rating of the Certificates, by each Rating Agency
        as the
        successor to the Master Servicer hereunder in the assumption of all or any
        part
        of the responsibilities, duties or liabilities of the Master Servicer
        hereunder.  Any successor to the Master Servicer shall be an
        institution which is a FNMA and FHLMC approved seller/servicer in good standing,
        which has a net worth of at least $15,000,000, and which is willing to service
        the Mortgage Loans and (i) executes and delivers to the Depositor and the
        Trustee an agreement accepting such delegation and assignment, which contains
        an
        assumption by such Person of the rights, powers, duties, responsibilities,
        obligations and liabilities of the Master Servicer (other than liabilities
        of
        the Master Servicer under Section 6.03 hereof incurred prior to termination
        of
        the Master Servicer under Section 7.01), with like effect as if originally
        named
        as a party to this Agreement; and provided further that each Rating Agency
        acknowledges that its rating of the Certificates in effect immediately prior
        to
        such assignment and delegation will not be qualified or reduced, as a result
        of
        such assignment and delegation and (ii) provides to the Depositor in writing
        fifteen days prior to the effective date of such appointment and in form
        and
        substance reasonably satisfactory to the Depositor, all information reasonably
        requested by the Depositor in order to comply with its reporting obligation
        under Item 6.02 of Form 8-K with respect to a replacement master
        servicer.  The Trustee shall provide written notice to the Depositor
        of such successor pursuant to this Section.  Pending appointment of a
        successor to the Master Servicer hereunder, the Trustee, unless the Trustee
        is
        prohibited by law from so acting, shall, subject to Section 3.04 hereof,
        act in
        such capacity as hereinabove provided.  In connection with such
        appointment and assumption, the Trustee may make such arrangements for the
        compensation of such successor out of payments on Mortgage Loans as it and
        such
        successor shall agree; provided, however, that no such compensation shall
        be in
        excess of the Master Servicing Fee permitted to be paid to the Master Servicer
        hereunder.  The Trustee and such successor shall take such action,
        consistent with this Agreement, as shall be necessary to effectuate any such
        succession.  Neither the Trustee nor any other successor master
        servicer shall be deemed to be in default hereunder by reason of any failure
        to
        make, or any delay in making, any distribution hereunder or any portion thereof
        or any failure to perform, or any delay in performing, any duties or
        responsibilities hereunder, in either case caused by the failure of the Master
        Servicer to deliver or provide, or any delay in delivering or providing,
        any
        cash, information, documents or records to it.

       

      Any
        successor to the Master Servicer as master servicer shall give notice to
        the
        Mortgagors of such change of servicer and shall, during the term of its service
        as master servicer maintain in force the policy or policies that the Master
        Servicer is required to maintain pursuant to Section 3.09.

       

      In
        connection with the termination or resignation of the Master Servicer hereunder,
        either (i) the successor Master Servicer, including the Trustee if the Trustee
        is acting as successor Master Servicer, shall represent and warrant that
        it is a
        member of MERS in good standing and shall agree to 

       

      
        
          
          

        

        
          VII-3

          
            

          

        

        
          
          

        

      

       

      comply
        in
        all material respects with the rules and procedures of MERS in connection
        with
        the servicing of the Mortgage Loans that are registered with MERS, or (ii)
        the
        predecessor Master Servicer shall cooperate with the successor Master Servicer
        either (x) in causing MERS to execute and deliver an assignment of Mortgage
        in
        recordable form to transfer the Mortgage from MERS to the Trustee and to
        execute
        and deliver such other notices, documents and other instruments as may be
        necessary or desirable to effect a transfer of such Mortgage Loan or servicing
        of such Mortgage Loan on the MERS® System to the successor Master Servicer or
        (y) in causing MERS to designate on the MERS® System the successor Master
        Servicer as the servicer of such Mortgage Loan.  The predecessor
        Master Servicer shall file or cause to be filed any such assignment in the
        appropriate recording office.  The successor Master Servicer shall
        cause such assignment to be delivered to the Trustee promptly upon receipt
        of
        the original with evidence of recording thereon or a copy certified by the
        public recording office in which such assignment was recorded.

       

      
        	
                SECTION
                  7.03.  

              	
                Notification
                  to Certificateholders.

              


      

       

      (a)  Upon
        any
        termination of or appointment of a successor to the Master Servicer, the
        Trustee
        shall give prompt written notice thereof to Certificateholders and to each
        Rating Agency.

       

      (b)  Within
        60
        days after the occurrence of any Event of Default, the Trustee shall transmit
        by
        mail to all Certificateholders notice of each such Event of Default hereunder
        known to the Trustee, unless such Event of Default shall have been cured
        or
        waived.

       

      
        
          
          

        

        
          VII-4

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        VIII


       

      CONCERNING
        THE TRUSTEE

       

      
        	
                SECTION
                  8.01.  

              	
                Duties
                  of Trustee.

              


      

       

      The
        Trustee, prior to the occurrence of an Event of Default and after the curing
        of
        all Events of Default that may have occurred, shall undertake to perform
        such
        duties and only such duties as are specifically set forth in this
        Agreement.  In case an Event of Default has occurred and remains
        uncured, the Trustee shall exercise such of the rights and powers vested
        in it
        by this Agreement, and use the same degree of care and skill in their exercise
        as a prudent person would exercise or use under the circumstances in the
        conduct
        of such person’s own affairs.

       

      The
        Trustee, upon receipt of all resolutions, certificates, statements, opinions,
        reports, documents, orders or other instruments furnished to the Trustee
        that
        are specifically required to be furnished pursuant to any provision of this
        Agreement shall examine them to determine whether they are in the form required
        by this Agreement; provided, however, that the Trustee shall not be responsible
        for the accuracy or content of any such resolution, certificate, statement,
        opinion, report, document, order or other instrument.

       

      No
        provision of this Agreement shall be construed to relieve the Trustee from
        liability for its own negligent action, its own negligent failure to act
        or its
        own willful misconduct; provided, however, that:

       

      (i)  unless
        an
        Event of Default known to the Trustee shall have occurred and be continuing,
        the
        duties and obligations of the Trustee shall be determined solely by the express
        provisions of this Agreement, the Trustee shall not be liable except for
        the
        performance of such duties and obligations as are specifically set forth
        in this
        Agreement, no implied covenants or obligations shall be read into this Agreement
        against the Trustee and the Trustee may conclusively rely, as to the truth
        of
        the statements and the correctness of the opinions expressed therein, upon
        any
        certificates or opinions furnished to the Trustee and conforming to the
        requirements of this Agreement which it believed in good faith to be genuine
        and
        to have been duly executed by the proper authorities respecting any matters
        arising hereunder;

       

      (ii)  the
        Trustee shall not be liable for an error of judgment made in good faith by
        a
        Responsible Officer or Responsible Officers of the Trustee, unless it shall
        be
        finally proven that the Trustee was negligent in ascertaining the pertinent
        facts;

       

      (iii)  the
        Trustee shall not be liable with respect to any action taken, suffered or
        omitted to be taken by it in good faith in accordance with the direction
        of
        Holders of Certificates evidencing not less than 25% of the Voting Rights
        of
        Certificates relating to the time, method and place of conducting any proceeding
        for any remedy available to the Trustee, or exercising any trust or power
        conferred upon the Trustee under this Agreement; and

       

      (iv)  without
        in any way limiting the provisions of this Section 8.01 or Section 8.02 hereof,
        the Trustee shall be entitled to rely conclusively on the information delivered
        to it by the Master Servicer in a Trustee Advance Notice in determining whether
        it is required to make an Advance under Section 4.01(b), shall have no
        responsibility to ascertain or confirm any information contained in any Trustee
        Advance Notice, and shall have no obligation to make any Advance under Section
        4.01(b) in the absence of a Trustee Advance Notice or actual knowledge


       

       

       

      
        
          
          

        

        
          VIII-1

          
            

          

        

        
          
          

        

      

       

      of
        a
        Responsible Officer of the Trustee that (A) such Advance was not made by
        the
        Master Servicer and (B) such Advance is not a Nonrecoverable
        Advance.

       

      
        	
                SECTION
                  8.02.  

              	
                Certain
                  Matters Affecting the Trustee.

              


      

       

      Except
        as
        otherwise provided in Section 8.01:

       

      (i)  the
        Trustee may request and rely upon and shall be protected in acting or refraining
        from acting upon any resolution, Officers’ Certificate, certificate of auditors
        or any other certificate, statement, instrument, opinion, report, notice,
        request, consent, order, appraisal, bond or other paper or document believed
        by
        it to be genuine and to have been signed or presented by the proper party
        or
        parties and the Trustee shall have no responsibility to ascertain or confirm
        the
        genuineness of any signature of any such party or parties;

       

      (ii)  the
        Trustee may consult with counsel, financial advisers or accountants and the
        advice of any such counsel, financial advisers or accountants and any Opinion
        of
        Counsel shall be full and complete authorization and protection in respect
        of
        any action taken or suffered or omitted by it hereunder in good faith and
        in
        accordance with such Opinion of Counsel;

       

      (iii)  the
        Trustee shall not be liable for any action taken, suffered or omitted by
        it in
        good faith and believed by it to be authorized or within the discretion or
        rights or powers conferred upon it by this Agreement;

       

      (iv)  the
        Trustee shall not be bound to make any investigation into the facts or matters
        stated in any resolution, certificate, statement, instrument, opinion, report,
        notice, request, consent, order, approval, bond or other paper or document,
        unless requested in writing so to do by Holders of Certificates evidencing
        not
        less than 25% of the Voting Rights allocated to each Class of
        Certificates;

       

      (v)  the
        Trustee may execute any of the trusts or powers hereunder or perform any
        duties
        hereunder either directly or by or through agents, accountants or
        attorneys;

       

      (vi)  the
        Trustee shall not be required to risk or expend its own funds or otherwise
        incur
        any financial liability in the performance of any of its duties or in the
        exercise of any of its rights or powers hereunder if it shall have reasonable
        grounds for believing that repayment of such funds or adequate indemnity
        against
        such risk or liability is not assured to it;

       

      (vii)  the
        Trustee shall not be liable for any loss on any investment of funds pursuant
        to
        this Agreement (other than as issuer of the investment security);

       

      (viii)  the
        Trustee shall not be deemed to have knowledge of an Event of Default until
        a
        Responsible Officer of the Trustee shall have received written notice thereof;
        and

       

      (ix)  the
        Trustee shall be under no obligation to exercise any of the trusts, rights
        or
        powers vested in it by this Agreement or to institute, conduct or defend
        any
        litigation hereunder or in relation hereto at the request, order or direction
        of
        any of the Certificateholders, pursuant to the provisions of this Agreement,
        unless such Certificateholders shall have offered to the Trustee reasonable
        security or indemnity satisfactory to the Trustee against the costs, expenses
        and liabilities which may be incurred therein or thereby.

       

      
        
          
          

        

        
          VIII-2

          
            

          

        

        
          
          

        

         

      

      
        	
                SECTION
                  8.03.  

              	
                Trustee
                  Not Liable for Certificates or Mortgage
                  Loans.

              


      

       

      The
        recitals contained herein and in the Certificates shall be taken as the
        statements of the Depositor or a Seller, as the case may be, and the Trustee
        assumes no responsibility for their correctness.  The Trustee makes no
        representations as to the validity or sufficiency of this Agreement or of
        the
        Certificates or of any Mortgage Loan or related document or of MERS or the
        MERS
        System other than with respect to the Trustee’s execution and counter-signature
        of the Certificates.  The Trustee shall not be accountable for the use
        or application by the Depositor or the Master Servicer of any funds paid
        to the
        Depositor or the Master Servicer in respect of the Mortgage Loans or deposited
        in or withdrawn from the Certificate Account by the Depositor or the Master
        Servicer.

       

      
        	
                SECTION
                  8.04.  

              	
                Trustee
                  May Own Certificates.

              


      

       

      The
        Trustee in its individual or any other capacity may become the owner or pledgee
        of Certificates with the same rights as it would have if it were not the
        Trustee.

       

      
        	
                SECTION
                  8.05.  

              	
                Trustee’s
                  Fees and Expenses.

              


      

       

      The
        Trustee, as compensation for its activities hereunder, shall be entitled
        to
        withdraw from the Distribution Account on each Distribution Date an amount
        equal
        to the Trustee Fee for such Distribution Date.  The Trustee and any
        director, officer, employee or agent of the Trustee shall be indemnified
        by the
        Master Servicer and held harmless against any loss, liability or expense
        (including reasonable attorney’s fees) (i) incurred in connection with any claim
        or legal action relating to (a) this Agreement, (b) the Certificates or (c)
        in
        connection with the performance of any of the Trustee’s duties hereunder, other
        than any loss, liability or expense incurred by reason of willful misfeasance,
        bad faith or negligence in the performance of any of the Trustee’s duties
        hereunder or incurred by reason of any action of the Trustee taken at the
        direction of the Certificateholders and (ii) resulting from any error in
        any tax
        or information return prepared by the Master Servicer.  Such indemnity
        shall survive the termination of this Agreement or the resignation or removal
        of
        the Trustee hereunder.  Without limiting the foregoing, the Master
        Servicer covenants and agrees, except as otherwise agreed upon in writing
        by the
        Depositor and the Trustee, and except for any such expense, disbursement
        or
        advance as may arise from the Trustee’s negligence, bad faith or willful
        misconduct, to pay or reimburse the Trustee, for all reasonable expenses,
        disbursements and advances incurred or made by the Trustee in accordance
        with
        any of the provisions of this Agreement with respect to:  (A) the
        reasonable compensation and the expenses and disbursements of its counsel
        not
        associated with the closing of the issuance of the Certificates, (B) the
        reasonable compensation, expenses and disbursements of any accountant, engineer
        or appraiser that is not regularly employed by the Trustee, to the extent
        that
        the Trustee must engage such persons to perform acts or services hereunder
        and
        (C) printing and engraving expenses in connection with preparing any Definitive
        Certificates.  Except as otherwise provided herein, the Trustee shall
        not be entitled to payment or reimbursement for any routine ongoing expenses
        incurred by the Trustee in the ordinary course of its duties as Trustee,
        Registrar, Tax Matters Person or Paying Agent hereunder or for any other
        expenses.

       

      
        	
                SECTION
                  8.06.  

              	
                Eligibility
                  Requirements for Trustee.

              


      

       

      The
        Trustee hereunder shall at all times be a corporation or association organized
        and doing business under the laws of a state or the United States of America,
        authorized under such laws to exercise corporate trust powers, having a combined
        capital and surplus of at least $50,000,000, subject to supervision or
        examination by federal or state authority and with a credit rating which
        would
        not cause either of the Rating Agencies to reduce or withdraw their respective
        then current ratings of the Certificates (or having provided such security
        from
        time to time as is sufficient to avoid such reduction) as evidenced in writing
        by each Rating Agency.  If such corporation or association publishes
        reports of 

       

      
        
          
          

        

        
          VIII-3

          
            

          

        

        
          
          

        

      

       

      condition
        at least annually, pursuant to law or to the requirements of the aforesaid
        supervising or examining authority, then for the purposes of this Section
        8.06
        the combined capital and surplus of such corporation or association shall
        be
        deemed to be its combined capital and surplus as set forth in its most recent
        report of condition so published.  In case at any time the Trustee
        shall cease to be eligible in accordance with the provisions of this Section
        8.06, the Trustee shall resign immediately in the manner and with the effect
        specified in Section 8.07 hereof.  The entity serving as Trustee may
        have normal banking and trust relationships with the Depositor and its
        affiliates or the Master Servicer and its affiliates; provided, however,
        that
        such entity cannot be an affiliate of the Master Servicer other than the
        Trustee
        in its role as successor to the Master Servicer.

       

      
        	
                SECTION
                  8.07.  

              	
                Resignation
                  and Removal of Trustee.

              


      

       

      The
        Trustee may at any time resign and be discharged from the trusts hereby created
        by giving written notice of resignation to the Depositor, the Master Servicer
        and each Rating Agency not less than 60 days before the date specified in
        such
        notice when, subject to Section 8.08, such resignation is to take effect,
        and
        acceptance by a successor trustee in accordance with Section 8.08 meeting
        the
        qualifications set forth in Section 8.06.  If no successor trustee
        meeting such qualifications shall have been so appointed and have accepted
        appointment within 30 days after the giving of such notice or resignation,
        the
        resigning Trustee may petition any court of competent jurisdiction for the
        appointment of a successor trustee.

       

      As
        a
        condition to the effectiveness of any such resignation, at least 15 calendar
        days prior to the effective date of such resignation, the Trustee shall provide
        (x) written notice to the Depositor of any successor pursuant to this Section
        and (y) in writing and in form and substance reasonably satisfactory to the
        Depositor, all information reasonably requested by the Depositor in order
        to
        comply with its reporting obligation under Item 6.02 of Form 8-K with respect
        to
        the resignation of the Trustee.

       

      If
        at any
        time (i) the Trustee shall cease to be eligible in accordance with the
        provisions of Section 8.06 hereof and shall fail to resign after written
        request
        thereto by the Depositor, (ii) the Trustee shall become incapable of acting,
        or
        shall be adjudged as bankrupt or insolvent, or a receiver of the Trustee
        or of
        its property shall be appointed, or any public officer shall take charge
        or
        control of the Trustee or of its property or affairs for the purpose of
        rehabilitation, conservation or liquidation,(iii) a tax is imposed with respect
        to the Trust Fund by any state in which the Trustee or the Trust Fund is
        located
        and the imposition of such tax would be avoided by the appointment of a
        different trustee or (iv) during the period that the Depositor is required
        to
        file Exchange Act Reports with respect to the Trust Fund, the Trustee fails
        to
        comply with its obligations under the last sentence of Section 7.01, the
        preceding paragraph, Section 8.09 or Article XI and such failure is not remedied
        within the lesser of 10 calendar days or such period in which the applicable
        Exchange Act Report can be filed timely (without taking into account any
        extensions), then, in the case of clauses (i) through (iii), the Depositor
        or
        the Master Servicer, or in the case of clause (iv), the Depositor, may remove
        the Trustee and appoint a successor trustee by written instrument, in
        triplicate, one copy of which instrument shall be delivered to the Trustee,
        one
        copy of which shall be delivered to the Master Servicer and one copy of which
        shall be delivered to the successor trustee.

       

      The
        Holders of Certificates entitled to at least 51% of the Voting Rights may
        at any
        time remove the Trustee and appoint a successor trustee by written instrument
        or
        instruments, in triplicate, signed by such Holders or their attorneys-in-fact
        duly authorized, one complete set of which instruments shall be delivered
        by the
        successor Trustee to the Master Servicer, one complete set to the Trustee
        so
        removed, one complete set to the successor so appointed and one complete
        set to
        the Depositor, together with a written description of the basis of such
        removal.  Notice of any removal of the Trustee shall be given to each
        Rating Agency by the successor trustee.

       

      
        
          
          

        

        
          VIII-4

          
            

          

        

        
          
          

        

      

      Any
        resignation or removal of the Trustee and appointment of a successor trustee
        pursuant to any of the provisions of this Section 8.07 shall become effective
        upon acceptance of appointment by the successor trustee as provided in Section
        8.08 hereof.

       

      
        	
                SECTION
                  8.08.  

              	
                Successor
                  Trustee.

              


      

       

      Any
        successor trustee appointed as provided in Section 8.07 hereof shall execute,
        acknowledge and deliver to the Depositor and to its predecessor trustee and
        the
        Master Servicer an instrument accepting such appointment hereunder and thereupon
        the resignation or removal of the predecessor trustee shall become effective
        and
        such successor trustee, without any further act, deed or conveyance, shall
        become fully vested with all the rights, powers, duties and obligations of
        its
        predecessor hereunder, with the like effect as if originally named as trustee
        herein. The Depositor, the Master Servicer and the predecessor trustee shall
        execute and deliver such instruments and do such other things as may reasonably
        be required for more fully and certainly vesting and confirming in the successor
        trustee all such rights, powers, duties, and obligations.

       

      No
        successor trustee shall accept appointment as provided in this Section 8.08
        unless at the time of such acceptance such successor trustee shall be eligible
        under the provisions of Section 8.06 hereof, its appointment shall not adversely
        affect the then current ratings of the Certificates and such successor trustee
        has provided to the Depositor in writing and in form and substance reasonably
        satisfactory to the Depositor, all information reasonably requested by the
        Depositor in order to comply with its reporting obligation under Item 6.02
        of
        Form 8-K with respect to a replacement Trustee.

       

      Upon
        acceptance of appointment by a successor trustee as provided in this Section
        8.08, the Depositor shall mail notice of the succession of such trustee
        hereunder to all Holders of Certificates.  If the Depositor fails to
        mail such notice within 10 days after acceptance of appointment by the successor
        trustee, the successor trustee shall cause such notice to be mailed at the
        expense of the Depositor.

       

      
        	
                SECTION
                  8.09.  

              	
                Merger
                  or Consolidation of Trustee.

              


      

       

      Any
        corporation into which the Trustee may be merged or converted or with which
        it
        may be consolidated or any corporation resulting from any merger, conversion
        or
        consolidation to which the Trustee shall be a party, or any corporation
        succeeding to the business of the Trustee, shall be the successor of the
        Trustee
        hereunder, provided that such corporation shall be eligible under the provisions
        of Section 8.06 hereof without the execution or filing of any paper or further
        act on the part of any of the parties hereto, anything herein to the contrary
        notwithstanding.

       

      As
        a
        condition to the effectiveness of any merger or consolidation, at least 15
        calendar days prior to the effective date of any merger or consolidation
        of the
        Trustee, the Trustee shall provide (x) written notice to the Depositor of
        any
        successor pursuant to this Section and (y) in writing and in form and substance
        reasonably satisfactory to the Depositor, all information reasonably requested
        by the Depositor in order to comply with its reporting obligation under Item
        6.02 of Form 8-K with respect to a replacement Trustee.

       

      
        	
                SECTION
                  8.10.  

              	
                Appointment
                  of Co-Trustee or Separate
                  Trustee.

              


      

       

      Notwithstanding
        any other provisions of this Agreement, at any time, for the purpose of meeting
        any legal requirements of any jurisdiction in which any part of the Trust
        Fund
        or property securing any Mortgage Note may at the time be located, the Master
        Servicer and the Trustee acting jointly shall have the power and shall execute
        and deliver all instruments to appoint one or more Persons approved by the
        Trustee to act as co-trustee or co-trustees jointly with the Trustee, or
        separate trustee or 

       

      
        
          
          

        

        
          VIII-5

          
            

          

        

        
          
          

        

      

       

      separate
        trustees, of all or any part of the Trust Fund, and to vest in such Person
        or
        Persons, in such capacity and for the benefit of the Certificateholders,
        such
        title to the Trust Fund or any part thereof, whichever is applicable, and,
        subject to the other provisions of this Section 8.10, such powers, duties,
        obligations, rights and trusts as the Master Servicer and the Trustee may
        consider necessary or desirable.  If the Master Servicer shall not
        have joined in such appointment within 15 days after the receipt by it of
        a
        request to do so, or in the case an Event of Default shall have occurred
        and be
        continuing, the Trustee alone shall have the power to make such
        appointment.  No co-trustee or separate trustee hereunder shall be
        required to meet the terms of eligibility as a successor trustee under Section
        8.06 and no notice to Certificateholders of the appointment of any co-trustee
        or
        separate trustee shall be required under Section 8.08.

       

      Every
        separate trustee and co-trustee shall, to the extent permitted by law, be
        appointed and act subject to the following provisions and
        conditions:

       

      (i)  To
        the
        extent necessary to effectuate the purposes of this Section 8.10, all rights,
        powers, duties and obligations conferred or imposed upon the Trustee, except
        for
        the obligation of the Trustee under this Agreement to advance funds on behalf
        of
        the Master Servicer, shall be conferred or imposed upon and exercised or
        performed by the Trustee and such separate trustee or co-trustee jointly
        (it
        being understood that such separate trustee or co-trustee is not authorized
        to
        act separately without the Trustee joining in such act), except to the extent
        that under any law of any jurisdiction in which any particular act or acts
        are
        to be performed (whether as Trustee hereunder or as successor to the Master
        Servicer hereunder), the Trustee shall be incompetent or unqualified to perform
        such act or acts, in which event such rights, powers, duties and obligations
        (including the holding of title to the applicable Trust Fund or any portion
        thereof in any such jurisdiction) shall be exercised and performed singly
        by
        such separate trustee or co-trustee, but solely at the direction of the
        Trustee;

       

      (ii)  No
        trustee hereunder shall be held personally liable by reason of any act or
        omission of any other trustee hereunder and such appointment shall not, and
        shall not be deemed to, constitute any such separate trustee or co-trustee
        as
        agent of the Trustee;

       

      (iii)  The
        Trustee may at any time accept the resignation of or remove any separate
        trustee
        or co-trustee; and

       

      (iv)  The
        Master Servicer, and not the Trustee, shall be liable for the payment of
        reasonable compensation, reimbursement and indemnification to any such separate
        trustee or co-trustee.

       

      Any
        notice, request or other writing given to the Trustee shall be deemed to
        have
        been given to each of the separate trustees and co-trustees, when and as
        effectively as if given to each of them.  Every instrument appointing
        any separate trustee or co-trustee shall refer to this Agreement and the
        conditions of this Article VIII.  Each separate trustee and
        co-trustee, upon its acceptance of the trusts conferred, shall be vested
        with
        the estates or property specified in its instrument of appointment, either
        jointly with the Trustee or separately, as may be provided therein, subject
        to
        all the provisions of this Agreement, specifically including every provision
        of
        this Agreement relating to the conduct of, affecting the liability of, or
        affording protection to, the Trustee.  Every such instrument shall be
        filed with the Trustee and a copy thereof given to the Master Servicer and
        the
        Depositor.

       

      Any
        separate trustee or co-trustee may, at any time, constitute the Trustee its
        agent or attorney-in-fact, with full power and authority, to the extent not
        prohibited by law, to do any lawful act under or in respect of this Agreement
        on
        its behalf and in its name. If any separate trustee or co-trustee 

       

      
        
          
          

        

        
          VIII-6

          
            

          

        

        
          
          

        

      

       

      shall
        die, become incapable of acting, resign or be removed, all of its estates,
        properties, rights, remedies and trusts shall vest in and be exercised by
        the
        Trustee, to the extent permitted by law, without the appointment of a new
        or
        successor trustee.

       

      
        	
                SECTION
                  8.11.  

              	
                Tax
                  Matters.

              


      

       

      It
        is
        intended that the assets with respect to which any REMIC election is to be
        made,
        as set forth in the Preliminary Statement, shall constitute, and that the
        conduct of matters relating to such assets shall be such as to qualify such
        assets as, a “real estate mortgage investment conduit” as defined in and in
        accordance with the REMIC Provisions.  In furtherance of such
        intention, the Trustee covenants and agrees that it shall act as agent (and
        the
        Trustee is hereby appointed to act as agent) on behalf of any such REMIC
        and
        that in such capacity it shall:  (a) prepare and file, or cause to be
        prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment
        Conduit Income Tax Return (Form 1066 or any successor form adopted by the
        Internal Revenue Service) and prepare and file or cause to be prepared and
        filed
        with the Internal Revenue Service and applicable state or local tax authorities
        income tax or information returns for each taxable year with respect to any
        such
        REMIC, containing such information and at the times and in the manner as
        may be
        required by the Code or state or local tax laws, regulations, or rules, and
        furnish or cause to be furnished to Certificateholders the schedules, statements
        or information at such times and in such manner as may be required thereby;
        (b)
        within thirty days of the Closing Date, furnish or cause to be furnished
        to the
        Internal Revenue Service, on Forms 8811 or as otherwise may be required by
        the
        Code, the name, title, address, and telephone number of the person that the
        holders of the Certificates may contact for tax information relating thereto,
        together with such additional information as may be required by such Form,
        and
        update such information at the time or times in the manner required by the
        Code;
        (c) make or cause to be made elections that such assets be treated as a REMIC
        on
        the federal tax return for its first taxable year (and, if necessary, under
        applicable state law); (d) prepare and forward, or cause to be prepared and
        forwarded, to the Certificateholders and to the Internal Revenue Service
        and, if
        necessary, state tax authorities, all information returns and reports as
        and
        when required to be provided to them in accordance with the REMIC Provisions,
        including without limitation, the calculation of any original issue discount
        using the Prepayment Assumption; (e) provide information necessary for the
        computation of tax imposed on the transfer of a Residual Certificate to a
        Person
        that is not a Permitted Transferee, or an agent (including a broker, nominee
        or
        other middleman) of a Non-Permitted Transferee, or a pass-through entity
        in
        which a Non-Permitted Transferee is the record holder of an interest (the
        reasonable cost of computing and furnishing such information may be charged
        to
        the Person liable for such tax); (f) to the extent that they are under its
        control conduct matters relating to such assets at all times that any
        Certificates are Outstanding so as to maintain the status as a REMIC under
        the
        REMIC Provisions; (g) not knowingly or intentionally take any action or omit
        to
        take any action that would cause the termination of the tax status of any
        REMIC;
        (h) pay, from the sources specified in the third paragraph of this Section
        8.11,
        the amount of any federal or state tax, including prohibited transaction
        taxes
        as described below, imposed on any such REMIC prior to its termination 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
        payment of such tax, if permitted by law, pending the outcome of such
        proceedings); (i) ensure that federal, state or local income tax or information
        returns shall be signed by the Trustee or such other person as may be required
        to sign such returns by the Code or state or local laws, regulations or rules;
        (j) maintain records relating to any such REMIC, including but not limited
        to
        the income, expenses, assets and liabilities thereof and the fair market
        value
        and adjusted basis of the assets determined at such intervals as may be required
        by the Code, as may be necessary to prepare the foregoing returns, schedules,
        statements or information; and (k) as and when necessary and appropriate,
        represent any such REMIC in any administrative or judicial proceedings relating
        to an examination or audit by any governmental taxing authority, request
        an
        administrative adjustment as to any taxable year of any such REMIC, enter
        into
        settlement agreements with any governmental taxing agency, extend any


       

      
        
          
          

        

        
          VIII-7

          
            

          

        

        
          
          

        

      

       

      statute
        of limitations relating to any tax item of any such REMIC, and otherwise
        act on
        behalf of any such REMIC in relation to any tax matter or controversy involving
        it.

       

      In
        order
        to enable the Trustee to perform its duties as set forth herein, the Depositor
        shall provide, or cause to be provided, to the Trustee within ten (10) days
        after the Closing Date all information or data that the Trustee requests
        in
        writing and determines to be relevant for tax purposes to the valuations
        and
        offering prices of the Certificates, including, without limitation, the price,
        yield, prepayment assumption and projected cash flows of the Certificates
        and
        the Mortgage Loans.  Thereafter, the Depositor shall provide to the
        Trustee promptly upon written request therefor, any such additional information
        or data that the Trustee may, from time to time, reasonably request in order
        to
        enable the Trustee to perform its duties as set forth herein.  The
        Depositor hereby indemnifies the Trustee for any losses, liabilities, damages,
        claims or expenses of the Trustee arising from any errors or miscalculations
        of
        the Trustee that result from any failure of the Depositor to provide, or
        to
        cause to be provided, accurate information or data to the Trustee on a timely
        basis.

       

      In
        the
        event that any tax is imposed on “prohibited transactions” of any REMIC
        hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from
        foreclosure property” of such REMIC as defined in Section 860G(c) of the Code,
        on any contribution to any REMIC hereunder after the Startup Day pursuant
        to
        Section 860G(d) of the Code, or any other tax is imposed, including, without
        limitation, any minimum tax imposed upon any REMIC hereunder pursuant to
        Sections 23153 and 24874 of the California Revenue and Taxation Code, if
        not
        paid as otherwise provided for herein, such tax shall be paid by (i) the
        Trustee, if any such other tax arises out of or results from a breach by
        the
        Trustee of any of its obligations under this Agreement, (ii) the Master
        Servicer, in the case of any such minimum tax, or if such tax arises out
        of or
        results from a breach by the Master Servicer or a Seller of any of their
        obligations under this Agreement, (iii) any Seller, if any such tax arises
        out
        of or results from that Seller’s obligation to repurchase a Mortgage Loan
        pursuant to Section 2.02 or 2.03 or (iv) in all other cases, or in the event
        that the Trustee, the Master Servicer or any Seller fails to honor its
        obligations under the preceding clauses (i),(ii) or (iii), any such tax will
        be
        paid with amounts otherwise to be distributed to the Certificateholders,
        as
        provided in Section 3.08(b).

       

      For
        federal income tax purposes the Trustee shall treat the ES Trust as a Grantor
        Trust and shall treat each Holder of an ES Trust Certificate as the owner
        of the
        individual, underlying assets represented by such ES Trust
        Certificate.  In addition, to the fullest extent possible, ownership
        of an ES Trust Certificate shall be treated as direct ownership of the
        individual, underlying assets represented by such ES Trust Certificate for
        federal income tax reporting purposes.

       

      
        	
                SECTION
                  8.12.  

              	
                Monitoring
                  of Significance Percentage.

              


      

       

      With
        respect to each Distribution Date, the Trustee shall calculate the “significance
        percentage” (as defined in Item 1115 of Regulation AB) of each derivative
        instrument, if any, based on the aggregate Class Certificate Balance of the
        related Classes of Covered Certificates for such derivative instrument and
        Distribution Date (after all distributions to be made thereon on such
        Distribution Date) and based on the methodology provided in writing by or
        on
        behalf of Countrywide no later than the fifth Business Day preceding such
        Distribution Date.  On each Distribution Date, the Trustee shall
        provide to Countrywide a written report (which written report may include
        similar information with respect to other derivative instruments relating
        to
        securitization transactions sponsored by Countrywide) specifying the
“significance percentage” of each derivative instrument, if any, for that
        Distribution Date.  If the “significance percentage” of any derivative
        instrument exceeds 7.0% with respect to any Distribution Date, the Trustee
        shall
        make a separate notation thereof in the written report described in the
        preceding sentence.  Such written report may contain such assumptions
        and disclaimers as are deemed necessary and appropriate by the
        Trustee.

       

      
        
          
          

        

        
          VIII-8

          
            

          

        

        
          
          

        

      

      


       

      ARTICLE
        IX

       

      TERMINATION

       

      
        	
                SECTION
                  9.01.  

              	
                Termination
                  upon Liquidation or Purchase of all Mortgage
                  Loans.

              


      

       

      Subject
        to Section 9.03, the obligations and responsibilities of the Depositor, the
        Sellers, the Master Servicer and the Trustee created hereby with respect
        to the
        Trust Fund shall terminate upon the earlier of (a) the purchase by the Master
        Servicer of all Mortgage Loans (and REO Properties) remaining in the Trust
        Fund
        at the price equal to the sum of (i) 100% of the Stated Principal Balance
        of
        each Mortgage Loan plus one month’s accrued interest thereon at the applicable
        Adjusted Mortgage Rate, (ii) the lesser of (x) the appraised value of any
        REO
        Property as determined by the higher of two appraisals completed by two
        independent appraisers selected by the Master Servicer at the expense of
        the
        Master Servicer and (y) the Stated Principal Balance of each Mortgage Loan
        related to any REO Property, and (iii) any remaining unpaid costs and damages
        incurred by the Trust Fund that arises out of an actual violation of any
        predatory or abusive lending law that also constitutes a breach of clause
        (48)
        on Schedule III-A, in all cases plus accrued and unpaid interest thereon
        at the
        applicable Adjusted Mortgage Rate and (b) the later of (i) the maturity or
        other liquidation (or any Advance with respect thereto) of the last Mortgage
        Loan remaining in the Trust Fund and the disposition of all REO Property
        and
        (ii) the distribution to Certificateholders of all amounts required to be
        distributed to them pursuant to this Agreement.  In no event shall the
        trusts created hereby continue beyond the earlier of (i) the expiration of
        21
        years from the death of the survivor of the descendants of Joseph P. Kennedy,
        the late Ambassador of the United States to the Court of St. James’s, living on
        the date hereof and (ii) the Latest Possible Maturity Date.

       

      The
        Master Servicer shall have the right to purchase all Mortgage Loans and REO
        Properties in the Trust Fund pursuant to clause (a) in the preceding
        paragraph of this Section 9.01 only on or after the date on which the Pool
        Stated Principal Balance, at the time of any such repurchase, is less than
        or
        equal to ten percent (10%) of the Cut-off Date Pool Principal
        Balance.

       

      The
        ES
        Trust shall terminate automatically upon termination of the Trust
        Fund.

       

      
        	
                SECTION
                  9.02.  

              	
                Final
                  Distribution on the
                  Certificates.

              


      

       

      If
        on any
        Determination Date, the Master Servicer determines that there are no Outstanding
        Mortgage Loans and no other funds or assets in the Trust Fund other than
        the
        funds in the Certificate Account, the Master Servicer shall direct the Trustee
        promptly to send a final distribution notice to each
        Certificateholder.  If the Master Servicer elects to terminate the
        Trust Fund pursuant to clause (a) of Section 9.01, at least 20 days prior
        to the
        date notice is to be mailed to the affected Certificateholders, the Master
        Servicer shall notify the Depositor and the Trustee of the date the Master
        Servicer intends to terminate the Trust Fund and of the applicable repurchase
        price of the Mortgage Loans and REO Properties.

       

      Notice
        of
        any termination of the Trust Fund, specifying the Distribution Date on which
        Certificateholders may surrender their Certificates for payment of the final
        distribution and cancellation, shall be given promptly by the Trustee by
        letter
        to Certificateholders mailed not earlier than the 10th day and no later than
        the
        15th day of the month next preceding the month of such final
        distribution.  Any such notice shall specify (a) the Distribution Date
        upon which final distribution on the Certificates will be made upon presentation
        and surrender of Certificates at the office therein designated, (b) the amount
        of 

       

       

      
        
           

        

        
          IX-1

          
            

          

        

        
           

        

      

       

       

      such
        final distribution, (c) the location of the office or agency at which such
        presentation and surrender must be made, and (d) that the Record Date otherwise
        applicable to such Distribution Date is not applicable, distributions being
        made
        only upon presentation and surrender of the Certificates at the office therein
        specified.  The Master Servicer will give such notice to each Rating
        Agency at the time such notice is given to Certificateholders.

       

      In
        the
        event such notice is given, the Master Servicer shall cause all funds in
        the
        Certificate Account to be remitted to the Trustee for deposit in the
        Distribution Account on or before the Business Day prior to the applicable
        Distribution Date in an amount equal to the final distribution in respect
        of the
        Certificates.  Upon such final deposit with respect to the Trust Fund
        and the receipt by the Trustee of a Request for Release therefor, the Trustee
        shall promptly release to the Master Servicer the Mortgage Files for the
        Mortgage Loans.

       

      Upon
        presentation and surrender of the Certificates, the Trustee shall cause to
        be
        distributed to the Certificateholders of each Class, in each case on the
        final
        Distribution Date and in the order set forth in Section 4.02, and in proportion
        to their respective Percentage Interests, with respect to Certificateholders
        of
        the same Class, an amount equal to (i) as to each Class of Regular
        Certificates, the Certificate Balance thereof plus (a) accrued interest
        thereon (or on their Notional Amount, if applicable) in the case of an interest
        bearing Certificate and (b) any Class PO Deferred Amounts in the case
        of any Class PO Certificates, and (ii) as to the Residual Certificates, the
        amount, if any, which remains on deposit in the Distribution Account (other
        than
        the amounts retained to meet claims) after application pursuant to
        clause (i) above.  Notwithstanding the reduction of the Class
        Certificate Balance of any Class of Certificates to zero, such Class will
        be
        Outstanding hereunder (solely for the purpose of receiving distributions
        and not
        for any other purpose) until the termination of the respective obligations
        and
        responsibilities of the Depositor, each Seller, the Master Servicer and the
        Trustee hereunder in accordance with Article IX.

       

      In
        the
        event that any affected Certificateholders shall not surrender Certificates
        for
        cancellation within six months after the date specified in the above mentioned
        written notice, the Trustee shall give a second written notice to the remaining
        Certificateholders to surrender their Certificates for cancellation and receive
        the final distribution with respect thereto.  If within six months
        after the second notice all the applicable Certificates shall not have been
        surrendered for cancellation, the Trustee may take appropriate steps, or
        may
        appoint an agent to take appropriate steps, to contact the remaining
        Certificateholders concerning surrender of their Certificates, and the cost
        thereof shall be paid out of the funds and other assets which remain a part
        of
        the Trust Fund.  If within one year after the second notice all
        Certificates shall not have been surrendered for cancellation then, the Class
        A-R Certificateholders shall be entitled to all unclaimed funds and other
        assets
        of the Trust Fund which remain subject hereto.

       

      
        	
                SECTION
                  9.03.  

              	
                Additional
                  Termination Requirements.

              


      

       

      (a)  In
        the
        event the Master Servicer exercises its purchase option as provided in Section
        9.01, the Trust Fund shall be terminated in accordance with the following
        additional requirements, unless the Trustee has been supplied with an Opinion
        of
        Counsel, at the expense of the Master Servicer, to the effect that the failure
        to comply with the requirements of this Section 9.03 will not (i) result
        in the
        imposition of taxes on “prohibited transactions” on any REMIC as defined in
        section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a
        REMIC
        at any time that any Certificates are Outstanding:

       

      (1)  Within
        90
        days prior to the final Distribution Date set forth in the notice given by
        the
        Master Servicer under Section 9.02, the Master Servicer shall prepare and
        the
        Trustee, at the expense of the “tax matters person,” shall adopt a 

       

       

       

      
        
           

        

        
          IX-2

          
            

          

        

        
           

        

      

       

       

      plan
        of
        complete liquidation within the meaning of section 860F(a)(4) of the Code
        which,
        as evidenced by an Opinion of Counsel (which opinion shall not be an expense
        of
        the Trustee or the Tax Matters Person), meets the requirements of a qualified
        liquidation; and

       

      (2)  Within
        90
        days after the time of adoption of such a plan of complete liquidation, the
        Trustee shall sell all of the assets of the Trust Fund to the Master Servicer
        for cash in accordance with Section 9.01.

       

      (b)  The
        Trustee, as agent for any REMIC created under this Agreement, hereby agrees
        to
        adopt and sign such a plan of complete liquidation upon the written request
        of
        the Master Servicer, and the receipt of the Opinion of Counsel referred to
        in
        Section 9.03(a)(1) and to take such other action in connection therewith
        as may
        be reasonably requested by the Master Servicer.

       

      (c)  By
        their
        acceptance of the Certificates, the Holders thereof hereby authorize the
        Master
        Servicer to prepare and the Trustee to adopt and sign a plan of complete
        liquidation.

       

      
        
          
          

        

        
          IX-1

          
            

          

        

        
          
          

        

      

      ARTICLE
        X

       

      MISCELLANEOUS
        PROVISIONS

       

      
        	
                SECTION
                  10.01.  

              	
                Amendment.

              


      

       

      This
        Agreement may be amended from time to time by the Depositor, each Seller,
        the
        Master Servicer and the Trustee without the consent of any of the
        Certificateholders (i) to cure any ambiguity or mistake, (ii) to correct
        any
        defective provision herein or to supplement any provision herein which may
        be
        inconsistent with any other provision herein, (iii) to conform this Agreement
        to
        the Prospectus and Prospectus Supplement provided to investors in connection
        with the initial offering of the Certificates, (iv) to add to the duties
        of the
        Depositor, any Seller or the Master Servicer, (v) to modify, alter, amend,
        add
        to or rescind any of the terms or provisions contained in this Agreement
        to
        comply with any rules or regulations promulgated by the Securities and Exchange
        Commission from time to time, (vi) to add any other provisions with respect
        to
        matters or questions arising hereunder or (vii) to modify, alter, amend,
        add to
        or rescind any of the terms or provisions contained in this Agreement; provided
        that any action pursuant to clauses (vi) or (vii) above shall not, as evidenced
        by an Opinion of Counsel (which Opinion of Counsel shall not be an expense
        of
        the Trustee or the Trust Fund), adversely affect in any material respect
        the
        interests of any Certificateholder; provided, however, that the amendment
        shall
        not be deemed to adversely affect in any material respect the interests of
        the
        Certificateholders if the Person requesting the amendment obtains a letter
        from
        each Rating Agency stating that the amendment would not result in the
        downgrading or withdrawal of the respective ratings then assigned to the
        Certificates; it being understood and agreed that any such letter in and
        of
        itself will not represent a determination as to the materiality of any such
        amendment and will represent a determination only as to the credit issues
        affecting any such rating.  Notwithstanding the foregoing, no
        amendment that significantly changes the permitted activities of the trust
        created by this Agreement may be made without the consent of a Majority in
        Interest of each Class of Certificates affected by such
        amendment.  Each party to this Agreement hereby agrees that it will
        cooperate with each other party in amending this Agreement pursuant to clause
        (v) above.  The Trustee, each Seller, the Depositor and the Master
        Servicer also may at any time and from time to time amend this Agreement
        without
        the consent of the Certificateholders to modify, eliminate or add to any
        of its
        provisions to such extent as shall be necessary or helpful to (i) maintain
        the
        qualification of any REMIC as a REMIC under the Code, (ii) avoid or minimize
        the
        risk of the imposition of any tax on any REMIC pursuant to the Code that
        would
        be a claim at any time prior to the final redemption of the Certificates
        or
        (iii) comply with any other requirements of the Code, provided that the Trustee
        has been provided an Opinion of Counsel, which opinion shall be an expense
        of
        the party requesting such opinion but in any case shall not be an expense
        of the
        Trustee or the Trust Fund, to the effect that such action is necessary or
        helpful to, as applicable, (i) maintain such qualification, (ii) avoid or
        minimize the risk of the imposition of such a tax or (iii) comply with any
        such
        requirements of the Code.

       

      This
        Agreement may also be amended from time to time by the Depositor, each Seller,
        the Master Servicer and the Trustee with the consent of the Holders of a
        Majority in Interest of each Class of Certificates affected thereby for the
        purpose of adding any provisions to or changing in any manner or eliminating
        any
        of the provisions of this Agreement or of modifying in any manner the rights
        of
        the Holders of Certificates; provided, however, that no such amendment shall
        (i)
        reduce in any manner the amount of, or delay the timing of, payments required
        to
        be distributed on any Certificate without the consent of the Holder of such
        Certificate, (ii) adversely affect in any material respect the interests
        of the
        Holders of any Class of Certificates in a manner other than as described in
        (i), without the consent of the Holders of Certificates of such
        Class evidencing, as to such Class, Percentage Interests aggregating


      66-2/3%
        or (iii) reduce the aforesaid percentages of Certificates the Holders of
        which
        are required to consent to any such amendment, without the consent of the
        Holders of all such Certificates then Outstanding.

       

       

      
        
          
          

        

        
          X-1

          
            

          

        

        
          
          

        

      

       

      Notwithstanding
        any contrary provision of this Agreement, the Trustee shall not consent to
        any
        amendment to this Agreement unless it shall have first received an Opinion
        of
        Counsel, which opinion shall not be an expense of the Trustee or the Trust
        Fund,
        to the effect that such amendment will not cause the imposition of any tax
        on
        any REMIC or the Certificateholders or cause any REMIC to fail to qualify
        as a
        REMIC at any time that any Certificates are Outstanding.

       

      Promptly
        after the execution of any amendment to this Agreement requiring the consent
        of
        Certificateholders, the Trustee shall furnish written notification of the
        substance or a copy of such amendment to each Certificateholder and each
        Rating
        Agency.

       

      It
        shall
        not be necessary for the consent of Certificateholders under this Section
        to
        approve the particular form of any proposed amendment, but it shall be
        sufficient if such consent shall approve the substance thereof.  The
        manner of obtaining such consents and of evidencing the authorization of
        the
        execution thereof by Certificateholders shall be subject to such reasonable
        regulations as the Trustee may prescribe.

       

      Nothing
        in this Agreement shall require the Trustee to enter into an amendment without
        receiving an Opinion of Counsel (which Opinion shall not be an expense of
        the
        Trustee or the Trust Fund), satisfactory to the Trustee that (i) such amendment
        is permitted and is not prohibited by this Agreement and that all requirements
        for amending this Agreement have been complied with; and (ii) either (A)
        the
        amendment does not adversely affect in any material respect the interests
        of any
        Certificateholder or (B) the conclusion set forth in the immediately preceding
        clause (A) is not required to be reached pursuant to this Section
        10.01.

       

      
        	
                SECTION
                  10.02.  

              	
                Recordation
                  of Agreement; Counterparts.

              


      

       

      This
        Agreement is subject to recordation in all appropriate public offices for
        real
        property records in all the counties or other comparable jurisdictions in
        which
        any or all of the properties subject to the Mortgages are situated, and in
        any
        other appropriate public recording office or elsewhere, such recordation
        to be
        effected by the Master Servicer at its expense, but only upon direction by
        the
        Trustee accompanied by an Opinion of Counsel to the effect that such recordation
        materially and beneficially affects the interests of the
        Certificateholders.

       

      For
        the
        purpose of facilitating the recordation of this Agreement as herein provided
        and
        for other purposes, this Agreement may be executed simultaneously in any
        number
        of counterparts, each of which counterparts shall be deemed to be an original,
        and such counterparts shall constitute but one and the same
        instrument.

       

      
        	
                SECTION
                  10.03.  

              	
                Governing
                  Law.

              


      

       

      THIS
        AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE
        LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
        IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
        PARTIES
        HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH
        SUCH
        LAWS.

       

      
        	
                SECTION
                  10.04.  

              	
                Intention
                  of Parties.

              


      

       

      (a)  It
        is the
        express intent of the parties hereto that the conveyance of the (i) Mortgage
        Loans by the Sellers to the Depositor and (ii) Trust Fund by the Depositor
        to
        the Trustee  each be, and be construed as, an absolute sale thereof to
        the Trustee.  It is, further, not the intention of the 

       

       

       

      
        
          
          

        

        
          X-2

          
            

          

        

        
          
          

        

      

      parties
        that such conveyances be deemed a pledge thereof.  However, in the
        event that, notwithstanding the intent of the parties, such assets are held
        to
        be the property of any Seller or the Depositor, as the case may be, or if
        for
        any other reason this Agreement is held or deemed to create a security interest
        in either such assets, then (i)  this Agreement or shall be deemed to
        be a security agreement (within the meaning of the Uniform Commercial Code
        of
        the State of New York) with respect to all such assets and security interests
        and (ii)  the conveyances provided for in this Agreement shall be
        deemed to be an assignment and a grant pursuant to the terms of this Agreement
        (i) by each Seller to the Depositor or (ii) by the Depositor to the Trustee,
        for
        the benefit of the Certificateholders, of a security interest in all of the
        assets that constitute the Trust Fund, whether now owned or hereafter
        acquired.

       

      Each
        Seller and the Depositor for the benefit of the Certificateholders shall,
        to the
        extent consistent with this Agreement, take such actions as may be necessary
        to
        ensure that, if this Agreement were deemed to create a security interest
        in the
        Trust Fund, such security interest would be deemed to be a perfected security
        interest of first priority under applicable law and will be maintained as
        such
        throughout the term of the Agreement.  The Depositor shall arrange for
        filing any Uniform Commercial Code continuation statements in connection
        with
        any security interest granted or assigned to the Trustee for the benefit
        of the
        Certificateholders.

       

      (b)  The
        Depositor hereby represents that:

       

      (i)  This
        Agreement creates a valid and continuing security interest (as defined in
        the
        Uniform Commercial Code as enacted in the State of New York (the “NY UCC”)) in
        the Mortgage Notes in favor of the Trustee, which security interest is prior
        to
        all other liens, and is enforceable as such as against creditors of and
        purchasers from the Depositor.

       

      (ii)  The
        Mortgage Notes constitutes “instruments” within the meaning of the NY
        UCC.

       

      (iii)  Immediately
        prior to the assignment of each Mortgage Loan to the Trustee, the Depositor
        owns
        and has good and marketable title to such Mortgage Loan free and clear of
        any
        lien, claim or encumbrance of any Person.

       

      (iv)  The
        Depositor has received all consents and approvals required by the terms of
        the
        Mortgage Loans to the sale of the Mortgage Loans hereunder to the
        Trustee.

       

      (v)  All
        original executed copies of each Mortgage Note that are required to be delivered
        to the Trustee pursuant to Section 2.01 have been delivered to the
        Trustee.

       

      (vi)  Other
        than the security interest granted to the Trustee pursuant to this Agreement,
        the Depositor has not pledged, assigned, sold, granted a security interest
        in,
        or otherwise conveyed any of the Mortgage Loans.  The Depositor has
        not authorized the filing of and is not aware of any financing statements
        against the Depositor that include a description of collateral covering the
        Mortgage Loans other than any financing statement relating to the security
        interest granted to the Trustee hereunder or that has been
        terminated.  The Depositor is not aware of any judgment or tax lien
        filings against the Depositor.

       

      The
        parties to this Agreement shall not waive any of the representations set
        forth
        in this Section 10.04(b) without obtaining a confirmation of the then-current
        ratings of the Certificates.

       

      (c)  The
        Master Servicer shall take such action as is reasonably necessary to maintain
        the perfection and priority of the security interest of the Trustee in the
        Mortgage Loans; provided, however, that the obligation to deliver the Mortgage
        File to the Trustee pursuant to Section 2.01 shall be 

       

      
        
          
          

        

        
          X-3

          
            

          

        

        
          
          

        

      

       

      solely
        the Depositor’s obligation and the Master Servicer shall not be responsible for
        the safekeeping of the Mortgage Files by the Trustee.

       

      (d)  It
        is
        understood and agreed that the representations and warranties set forth in
        subsection (b) above shall survive delivery of the Mortgage Files to the
        Trustee.  Upon discovery by the Depositor or the Trustee of a breach
        of any of the foregoing representations and warranties set forth in subsection
        (b) above, which breach materially and adversely affects the interest of
        the
        Certificateholders, the party discovering such breach shall give prompt written
        notice to the others and to each Rating Agency.

       

      
        	
                SECTION
                  10.05.  

              	
                Notices.

              


      

       

      (a)  The
        Trustee shall use its best efforts to promptly provide notice to each Rating
        Agency with respect to each of the following of which it has actual
        knowledge:

       

      1.      Any
        material change or amendment to this Agreement;

       

      2.      The
        occurrence of any Event of Default that has not been cured;

       

      3.      The
        resignation or termination of the Master Servicer or the Trustee and the
        appointment of any successor;

       

      4.      The
        repurchase or substitution of Mortgage Loans pursuant to Section
        2.03;

       

      5.      The
        final payment to Certificateholders; and

       

      6.      Any
        rating action involving the long-term credit rating of Countrywide, which
        notice
        shall be made by first-class mail within two Business Days after the
        Trustee gains actual knowledge thereof.

       

      In
        addition, the Trustee shall promptly furnish to each Rating Agency copies
        of the
        following:

       

      1.      Each
        report to Certificateholders described in Section 4.06;

       

      2.      Each
        annual statement as to compliance described in Section 3.16;

       

      3.      Each
        annual independent public accountants’ servicing report described in Section
        11.07; and

       

      4.      Any
        notice of a purchase of a Mortgage Loan pursuant to Section 2.02, 2.03 or
        3.11.

       

      (b)  All
        directions, demands and notices hereunder shall be in writing and shall be
        deemed to have been duly given when delivered by first class mail, by courier
        or
        by facsimile transmission to (1) in the case of the Depositor, CWALT, Inc.,
        4500
        Park Granada, Calabasas, California 91302, facsimile number:  (818)
        225-4016, Attention:  Josh Adler, (2) in the case
        of  Countrywide, Countrywide Home Loans, Inc., 4500 Park Granada,
        Calabasas, California 91302, facsimile number:  (818) 225-4016,
        Attention:  Josh Adler, or such other address as may be hereafter
        furnished to the Depositor and the Trustee by Countrywide in writing, (3)
        in the
        case of Park Granada LLC, c/o Countrywide Financial Corporation, 4500 Park
        Granada, Calabasas, California 91302, facsimile number:  (818)
        225-4016, Attention:  Josh Adler, or such other address as may be
        hereafter furnished to the Depositor and the Trustee by Park Granada in writing,
        (4) in the case of Park Monaco Inc., c/o Countrywide Financial Corporation,
        4500
        Park Granada, Calabasas, California 91302, facsimile
        number:  

       

      
        
          
          

        

        
          X-4

          
            

          

        

        
          
          

        

      

       

      (818)
        225-4016, Attention:  Josh Adler, or such other address as may be
        hereafter furnished to the Depositor and the Trustee by Park Monaco in writing,
        (5) in the case of Park Sienna LLC, c/o Countrywide Financial Corporation,
        4500
        Park Granada, Calabasas, California 91302, facsimile number:  (818)
        225-4016, Attention:  Josh Adler, or such other address as may be
        hereafter furnished to the Depositor and the Trustee by Park Sienna in writing,
        (6) in the case of the Master Servicer, Countrywide Home Loans Servicing
        LP, 400
        Countrywide Way, Simi Valley, California 93065, facsimile number (805) 520-5623,
        Attention:  Mark Wong, or such other address as may be hereafter
        furnished to the Depositor and the Trustee by the Master Servicer in writing,
        (7) in the case of the Trustee, The Bank of New York, 101 Barclay Street,
        4W,
        New York, New York 10286, facsimile number:  (212) 815-3986,
        Attention: Mortgage-Backed Securities Group, CWALT, Inc. Series 2007-J2,
        or such
        other address as the Trustee may hereafter furnish to the Depositor or Master
        Servicer, and (8)  in the case of the Rating Agencies, the address
        specified therefor in the definition corresponding to the name of such Rating
        Agency.  Notices to Certificateholders shall be deemed given when
        mailed, first class postage prepaid, to their respective addresses
        appearing in the Certificate Register.

       

      
        	
                SECTION
                  10.06.  

              	
                Severability
                  of Provisions.

              


      

       

      If
        any
        one or more of the covenants, agreements, provisions or terms of this Agreement
        shall be for any reason whatsoever held invalid, then such covenants,
        agreements, provisions or terms shall be deemed severable from the remaining
        covenants, agreements, provisions or terms of this Agreement and shall in
        no way
        affect the validity or enforceability of the other provisions of this Agreement
        or of the Certificates or the rights of the Holders thereof.

       

      
        	
                SECTION
                  10.07.  

              	
                Assignment.

              


      

       

      Notwithstanding
        anything to the contrary contained herein, except as provided in Section
        6.02,
        this Agreement may not be assigned by the Master Servicer without the prior
        written consent of the Trustee and Depositor.

       

      
        	
                SECTION
                  10.08.  

              	
                Limitation
                  on Rights of
                  Certificateholders.

              


      

       

      The
        death
        or incapacity of any Certificateholder shall not operate to terminate this
        Agreement or the trust created hereby, nor entitle such Certificateholder’s
        legal representative or heirs to claim an accounting or to take any action
        or
        commence any proceeding in any court for a petition or winding up of the
        trust
        created hereby, or otherwise affect the rights, obligations and liabilities
        of
        the parties hereto or any of them.

       

      No
        Certificateholder shall have any right to vote (except as provided herein)
        or in
        any manner otherwise control the operation and management of the Trust Fund,
        or
        the obligations of the parties hereto, nor shall anything herein set forth
        or
        contained in the terms of the Certificates be construed so as to constitute
        the
        Certificateholders from time to time as partners or members of an association;
        nor shall any Certificateholder be under any liability to any third party
        by
        reason of any action taken by the parties to this Agreement pursuant to any
        provision hereof.

       

      No
        Certificateholder shall have any right by virtue or by availing itself of
        any
        provisions of this Agreement to institute any suit, action or proceeding
        in
        equity or at law upon or under or with respect to this Agreement, unless
        such
        Holder previously shall have given to the Trustee a written notice of an
        Event
        of Default and of the continuance thereof, as herein provided, and unless
        the
        Holders of Certificates evidencing not less than 25% of the Voting Rights
        evidenced by the Certificates shall also have made written request to the
        Trustee to institute such action, suit or proceeding in its own name as Trustee
        hereunder and shall have offered to the Trustee such reasonable indemnity
        as it
        may require against the costs, expenses, and liabilities to be incurred therein
        or thereby, and the Trustee, for 60 days 

       

      
        
          
          

        

        
          X-5

          
            

          

        

        
          
          

        

      

       

      after
        its
        receipt of such notice, request and offer of indemnity shall have neglected
        or
        refused to institute any such action, suit or proceeding; it being understood
        and intended, and being expressly covenanted by each Certificateholder with
        every other Certificateholder and the Trustee, that no one or more Holders
        of
        Certificates shall have any right in any manner whatever by virtue or by
        availing itself or themselves of any provisions of this Agreement to affect,
        disturb or prejudice the rights of the Holders of any other of the Certificates,
        or to obtain or seek to obtain priority over or preference to any other such
        Holder or to enforce any right under this Agreement, except in the manner
        herein
        provided and for the common benefit of all Certificateholders.  For
        the protection and enforcement of the provisions of this Section 10.08, each
        and
        every Certificateholder and the Trustee shall be entitled to such relief
        as can
        be given either at law or in equity.

       

      
        	
                SECTION
                  10.09.  

              	
                Inspection
                  and Audit Rights.

              


      

       

      The
        Master Servicer agrees that, on reasonable prior notice, it will permit and
        will
        cause each Subservicer to permit any representative of the Depositor or the
        Trustee during the Master Servicer’s normal business hours, to examine all the
        books of account, records, reports and other papers of the Master Servicer
        relating to the Mortgage Loans, to make copies and extracts therefrom, to
        cause
        such books to be audited by independent certified public accountants selected
        by
        the Depositor or the Trustee and to discuss its affairs, finances and accounts
        relating to the Mortgage Loans with its officers, employees and independent
        public accountants (and by this provision the Master Servicer hereby authorizes
        said accountants to discuss with such representative such affairs, finances
        and
        accounts), all at such reasonable times and as often as may be reasonably
        requested.  Any out-of-pocket expense incident to the exercise by the
        Depositor or the Trustee of any right under this Section 10.09 shall be borne
        by
        the party requesting such inspection; all other such expenses shall be borne
        by
        the Master Servicer or the related Subservicer.

       

      
        	
                SECTION
                  10.10.  

              	
                Certificates
                  Nonassessable and Fully Paid.

              


      

       

      It
        is the
        intention of the Depositor that Certificateholders shall not be personally
        liable for obligations of the Trust Fund, that the interests in the Trust
        Fund
        represented by the Certificates shall be nonassessable for any reason
        whatsoever, and that the Certificates, upon due authentication thereof by
        the
        Trustee pursuant to this Agreement, are and shall be deemed fully
        paid.

       

      
        	
                SECTION
                  10.11.  

              	
                [Reserved].

              


      

       

      
        	
                SECTION
                  10.12.  

              	
                Protection
                  of Assets.

              


      

       

      (a)  Except
        for transactions and activities entered into in connection with the
        securitization that is the subject of this Agreement, the Trust Fund created
        by
        this Agreement is not authorized and has no power to:

       

      (i)  borrow
        money or issue debt;

       

      (ii)  merge
        with another entity, reorganize, liquidate or sell assets; or

       

      (iii)  engage
        in
        any business or activities.

       

      (b)  Each
        party to this Agreement agrees that it will not file an involuntary bankruptcy
        petition against the Trustee or the Trust Fund or initiate any other form
        of
        insolvency proceeding until the date that is one year and one day after the
        Certificates have been paid.

       

      
        
          
          

        

        
          X-6

          
            

          

        

        
          
          

        

         

      

      ARTICLE
        XI

      EXCHANGE
        ACT REPORTING

       

      
        	
                SECTION
                  11.01.  

              	
                Filing
                  Obligations.

              


      

       

      The
        Master Servicer, the Trustee and each Seller shall reasonably cooperate with
        the
        Depositor in connection with the satisfaction of the Depositor’s reporting
        requirements under the Exchange Act with respect to the Trust
        Fund.  In addition to the information specified below, if so requested
        by the Depositor for the purpose of satisfying its reporting obligation under
        the Exchange Act, the Master Servicer, the Trustee and each Seller shall
        (and
        the Master Servicer shall cause each Subservicer to) provide the Depositor
        with
        (a) such information which is available to such Person without unreasonable
        effort or expense and within such timeframe as may be reasonably requested
        by
        the Depositor to comply with the Depositor’s reporting obligations under the
        Exchange Act and (b) to the extent such Person is a party (and the Depositor
        is
        not a party) to any agreement or amendment required to be filed, copies of
        such
        agreement or amendment in EDGAR-compatible form.

       

      
        	
                SECTION
                  11.02.  

              	
                Form
                  10-D Filings.

              


      

       

      (a)  In
        accordance with the Exchange Act, the Trustee shall prepare for filing and
        file
        within 15 days after each Distribution Date (subject to permitted extensions
        under the Exchange Act) with the Commission with respect to the Trust Fund,
        a
        Form 10-D with copies of the Monthly Report and, to the extent delivered
        to the
        Trustee, no later than 10 days following the Distribution Date, such other
        information identified by the Depositor or the Master Servicer, in writing,
        to
        be filed with the Commission (such other information, the “Additional Designated
        Information”).  If the Depositor or Master Servicer directs that any
        Additional Designated Information is to be filed with any Form 10-D, the
        Depositor or Master Servicer, as the case may be, shall specify the Item
        on Form
        10-D to which such information is responsive and, with respect to any Exhibit
        to
        be filed on Form 10-D, the Exhibit number.  Any information to be
        filed on Form 10-D shall be delivered to the Trustee in EDGAR-compatible
        form or
        as otherwise agreed upon by the Trustee and the Depositor or the Master
        Servicer, as the case may be, at the Depositor’s expense, and any necessary
        conversion to EDGAR-compatible format will be at the Depositor’s
        expense.  At the reasonable request of, and in accordance with the
        reasonable directions of, the Depositor or the Master Servicer, subject to
        the
        two preceding sentences, the Trustee shall prepare for filing and file an
        amendment to any Form 10-D previously filed with the Commission with respect
        to
        the Trust Fund.  The Master Servicer shall sign the Form 10-D filed on
        behalf of the Trust Fund.

       

      (b)  No
        later
        than each Distribution Date, each of the Master Servicer and the Trustee
        shall
        notify (and the Master Servicer shall cause any Subservicer to notify) the
        Depositor and the Master Servicer of any Form 10-D Disclosure Item, together
        with a description of any such Form 10-D Disclosure Item in form and substance
        reasonably acceptable to the Depositor.  In addition to such
        information as the Master Servicer and the Trustee are obligated to provide
        pursuant to other provisions of this Agreement, if so requested by the
        Depositor, each of the Master Servicer and the Trustee shall provide such
        information which is available to the Master Servicer and the Trustee, as
        applicable, without unreasonable effort or expense regarding the performance
        or
        servicing of the Mortgage Loans (in the case of the Trustee, based on the
        information provided by the Master Servicer) as is reasonably required to
        facilitate preparation of distribution reports in accordance with Item 1121
        of
        Regulation AB.  Such information shall be provided concurrently with
        the delivery of the reports specified in Section 4.06(c) in the case of the
        Master Servicer and the Monthly Statement in the case of the Trustee, commencing
        with the first such report due not less than five Business Days following
        such
        request.

       

      (c)  The
        Trustee shall not have any responsibility to file any items (other than those
        generated by it) that have not been received in a format suitable (or readily
        convertible into a format suitable) for electronic filing via the EDGAR system
        and shall not have any responsibility to convert any 

       

       

      
        
          
          

        

        
          XI-1

          
            

          

        

        
          
          

        

      

       

      such
        items to such format (other than those items generated by it or that are
        readily
        convertible to such format).  The Trustee shall have no liability to
        the Certificateholders, the Trust Fund, the Master Servicer or the Depositor
        with respect to any failure to properly prepare or file any of Form 10-D
        to the
        extent that such failure is not the result of any negligence, bad faith or
        willful misconduct on its part.

       

      
        	
                SECTION
                  11.03.  

              	
                Form
                  8-K Filings.

              


      

       

      The
        Master Servicer shall prepare and file on behalf of the Trust Fund any Form
        8-K
        required by the Exchange Act.  Each Form 8-K must be signed by the
        Master Servicer.  Each of the Master Servicer (and the Master Servicer
        shall cause any Subservicer to promptly notify) and the Trustee shall promptly
        notify the Depositor and the Master Servicer (if the notifying party is not
        the
        Master Servicer), but in no event later than one (1) Business Day after its
        occurrence, of any Reportable Event of which it has actual
        knowledge.  Each Person shall be deemed to have actual knowledge of
        any such event to the extent that it relates to such Person or any action
        or
        failure to act by such Person.  Concurrently with any transfer of
        Supplemental Mortgage Loans, if any, Countrywide shall notify the Depositor
        and
        the Master Servicer, if any material pool characteristic of the actual asset
        pool at the time of issuance of the Certificates differs by 5% or more (other
        than as a result of the pool assets converting into cash in accordance with
        their terms) from the description of the asset pool in the Prospectus
        Supplement.

       

      
        	
                SECTION
                  11.04.  

              	
                Form
                  10-K Filings.

              


      

       

      Prior
        to
        March 30th of each year, commencing in 2008 (or such earlier date as may
        be
        required by the Exchange Act), the Depositor shall prepare and file on behalf
        of
        the Trust Fund a Form 10-K, in form and substance as required by the Exchange
        Act.  A senior officer in charge of the servicing function of the
        Master Servicer shall sign each Form 10-K filed on behalf of the Trust
        Fund.  Such Form 10-K shall include as exhibits each (i) annual
        compliance statement described under Section 3.16, (ii) annual report on
        assessments of compliance with servicing criteria described under Section
        11.07
        and (iii) accountant’s report described under Section 11.07.  Each
        Form 10-K shall also include any Sarbanes-Oxley Certification required to
        be
        included therewith, as described in Section 11.05.

       

      If
        the
        Item 1119 Parties listed on Exhibit X have changed since the Closing Date,
        no
        later than March 1 of each year, the Master Servicer shall provide each of
        the
        Master Servicer (and the Master Servicer shall provide any Subservicer) and
        the
        Trustee with an updated Exhibit X setting forth the Item 1119
        Parties.  No later than March 15 of each year, commencing in 2008, the
        Master Servicer and the Trustee shall notify (and the Master Servicer shall
        cause any Subservicer to notify) the Depositor and the Master Servicer of
        any
        Form 10-K Disclosure Item, together with a description of any such Form 10-K
        Disclosure Item in form and substance reasonably acceptable to the
        Depositor.  Additionally, each of the Master Servicer and the Trustee
        shall provide, and shall cause each Reporting Subcontractor retained by the
        Master Servicer or the Trustee, as applicable, and in the case of the Master
        Servicer shall cause each Subservicer, to provide, the following information
        no
        later than March 15 of each year in which a Form 10-K is required to be filed
        on
        behalf of the Trust Fund: (i) if such Person’s report on assessment of
        compliance with servicing criteria described under Section 11.07 or related
        registered public accounting firm attestation report described under Section
        11.07 identifies any material instance of noncompliance, notification of
        such
        instance of noncompliance and (ii) if any such Person’s report on assessment of
        compliance with the servicing criteria or related registered public accounting
        firm attestation report is not provided to be filed as an exhibit to such
        Form
        10-K, information detailing the explanation why such report is not included.
        

       

      
        	
                SECTION
                  11.05.  

              	
                Sarbanes-Oxley
                  Certification.

              


      

       

      Each
        Form
        10-K shall include a certification (the “Sarbanes-Oxley Certification”) required
        by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section
        302
        of the 

       

       

      
        
          
          

        

        
          XI-2

          
            

          

        

        
          
          

        

      

       

      Sarbanes-Oxley
        Act of 2002 and the rules and regulations of the Commission promulgated
        thereunder (including any interpretations thereof by the Commission’s
        staff)).  No later than March 15 of each year, beginning in 2008, the
        Master Servicer and the Trustee shall (unless such person is the Certifying
        Person), and the Master Servicer shall cause each Subservicer and each Reporting
        Subcontractor and the Trustee shall cause each Reporting Subcontractor to,
        provide to the Person who signs the Sarbanes-Oxley Certification (the
“Certifying Person”) a certification (each, a “Performance Certification”), in
        the form attached hereto as Exhibit V-1 (in the case of a Subservicer or
        any
        Reporting Subcontractor of the Master Servicer or a Subservicer) and Exhibit
        V-2
        (in the case of the Trustee or any Reporting Subcontractor of the Trustee),
        on
        which the Certifying Person, the entity for which the Certifying Person acts
        as
        an officer, and such entity’s officers, directors and Affiliates (collectively
        with the Certifying Person, “Certification Parties”) can reasonably
        rely.  The senior officer in charge of the servicing function of the
        Master Servicer shall serve as the Certifying Person on behalf of the Trust
        Fund.  Neither the Master Servicer nor the Depositor will request
        delivery of a certification under this clause unless the Depositor is required
        under the Exchange Act to file an annual report on Form 10-K with respect
        to the
        Trust Fund.  In the event that prior to the filing date of the Form
        10-K in March of each year, the Trustee or the Depositor has actual knowledge
        of
        information material to the Sarbanes-Oxley Certification, the Trustee or
        the
        Depositor, as the case may be, shall promptly notify the Master Servicer
        and the
        Depositor.  The respective parties hereto agree to cooperate with all
        reasonable requests made by any Certifying Person or Certification Party
        in
        connection with such Person’s attempt to conduct any due diligence that such
        Person reasonably believes to be appropriate in order to allow it to deliver
        any
        Sarbanes-Oxley Certification or portion thereof with respect to the Trust
        Fund.

       

      
        	
                SECTION
                  11.06.  

              	
                Form
                  15 Filing.

              


      

       

      Prior
        to
        January 30 of the first year in which the Depositor is able to do so under
        applicable law, the Depositor shall file a Form 15 relating to the automatic
        suspension of reporting in respect of the Trust Fund under the Exchange
        Act.

       

      
        	
                SECTION
                  11.07.  

              	
                Report
                  on Assessment of Compliance and
                  Attestation.

              


      

       

      (a)  On
        or
        before March 15 of each calendar year, commencing in 2008:

       

      (1)           Each
        of the Master Servicer and the Trustee shall deliver to the Depositor and
        the
        Master Servicer a report (in form and substance reasonably satisfactory to
        the
        Depositor) regarding the Master Servicer’s or the Trustee’s, as applicable,
        assessment of compliance with the Servicing Criteria during the immediately
        preceding calendar year, as required under Rules 13a-18 and 15d-18 of the
        Exchange Act and Item 1122 of Regulation AB.  Such report shall be
        signed by an authorized officer of such Person and shall address each of
        the
        Servicing Criteria specified on a certification substantially in the form
        of
        Exhibit W hereto delivered to the Depositor concurrently with the execution
        of
        this Agreement.  To the extent any of the Servicing Criteria are not
        applicable to such Person, with respect to asset-backed securities transactions
        taken as a whole involving such Person and that are backed by the same asset
        type backing the Certificates, such report shall include such a statement
        to
        that effect.  The Depositor and the Master Servicer, and each of their
        respective officers and directors shall be entitled to rely on upon each
        such
        servicing criteria assessment.

       

      (2)           Each
        of the Master Servicer and the Trustee shall deliver to the Depositor and
        the
        Master Servicer a report of a registered public accounting firm reasonably
        acceptable to the Depositor that attests to, and reports on, the assessment
        of
        compliance made by Master Servicer or the Trustee, as applicable, and delivered
        pursuant to the preceding paragraphs.  Such attestation shall be in
        accordance with Rules 1-02(a)(3) and 2-02(g) of 

       

      
        
          
          

        

        
          XI-3

          
            

          

        

        
          
          

        

      

       

      Regulation
        S-X under the Securities Act and the Exchange Act, including, without limitation
        that in the event that an overall opinion cannot be expressed, such registered
        public accounting firm shall state in such report why it was unable to express
        such an opinion.  Such report must be available for general use and
        not contain restricted use language.  To the extent any of the
        Servicing Criteria are not applicable to such Person, with respect to
        asset-backed securities transactions taken as a whole involving such Person
        and
        that are backed by the same asset type backing the Certificates, such report
        shall include such a statement that that effect.

       

      (3)           The
        Master Servicer shall cause each Subservicer and each Reporting Subcontractor
        to
        deliver to the Depositor an assessment of compliance and accountant’s
        attestation as and when provided in paragraphs (a) and (b) of this Section
        11.07.

       

      (4)           The
        Trustee shall cause each Reporting Subcontractor to deliver to the Depositor
        and
        the Master Servicer an assessment of compliance and accountant’s attestation as
        and when provided in paragraphs (a) and (b) of this Section.

       

      (5)           The
        Master Servicer and the Trustee shall execute (and the Master Servicer shall
        cause each Subservicer to execute, and the Master Servicer and the Trustee
        shall
        cause each Reporting Subcontractor to execute) a reliance certificate to
        enable
        the Certification Parties to rely upon each (i) annual compliance statement
        provided pursuant to Section 3.16, (ii) annual report on assessments of
        compliance with servicing criteria provided pursuant to this Section 11.07
        and
        (iii) accountant’s report provided pursuant to this Section 11.07 and shall
        include a certification that each such annual compliance statement or report
        discloses any deficiencies or defaults described to the registered public
        accountants of such Person to enable such accountants to render the certificates
        provided for in this Section 11.07.  In the event the Master Servicer,
        any Subservicer, the Trustee or Reporting Subcontractor is terminated or
        resigns
        during the term of this Agreement, such Person shall provide a certification
        to
        the Certifying Person pursuant to this Section 11.07 with respect to the
        period
        of time it was subject to this Agreement or provided services with respect
        to
        the Trust Fund, the Certificates or the Mortgage Loans.

       

      (b)    In
        the event the Master Servicer, any Subservicer, the Trustee or Reporting
        Subcontractor is terminated or resigns during the term of this Agreement,
        such
        Person shall provide documents and information required by this Section 11.07
        with respect to the period of time it was subject to this Agreement or provided
        services with respect to the Trust Fund, the Certificates or the Mortgage
        Loans.

       

      (c)  Each
        assessment of compliance provided by a Subservicer pursuant to Section
        11.07(a)(3) shall address each of the Servicing Criteria specified on a
        certification substantially in the form of Exhibit W hereto delivered to
        the
        Depositor concurrently with the execution of this Agreement or, in the case
        of a
        Subservicer subsequently appointed as such, on or prior to the date of such
        appointment.  An assessment of compliance provided by a Subcontractor
        pursuant to Section 11.07(a)(3) or (4) need not address any elements of the
        Servicing Criteria other than those specified by the Master Servicer or the
        Trustee, as applicable, pursuant to Section 11.07(a)(1).

       

      
        	
                SECTION
                  11.08.  

              	
                Use
                  of Subservicers and
                  Subcontractors.

              


      

       

      (a)  The
        Master Servicer shall cause any Subservicer used by the Master Servicer (or
        by
        any Subservicer) for the benefit of the Depositor to comply with the provisions
        of Section 3.16 and this Article XI to the same extent as if such Subservicer
        were the Master Servicer (except with respect to the Master Servicer’s duties
        with respect to preparing and filing any Exchange Act Reports or as the


       

       

      
        
          
          

        

        
          XI-4

          
            

          

        

        
          
          

        

      

       

      Certifying
        Person).  The Master Servicer shall be responsible for obtaining from
        each Subservicer and delivering to the Depositor any servicer compliance
        statement required to be delivered by such Subservicer under Section 3.16,
        any
        assessment of compliance and attestation required to be delivered by such
        Subservicer under Section 11.07 and any certification required to be delivered
        to the Certifying Person under Section 11.05 as and when required to be
        delivered.  As a condition to the succession to any Subservicer as
        subservicer under this Agreement by any Person (i) into which such Subservicer
        may be merged or consolidated, or (ii) which may be appointed as a successor
        to
        any Subservicer, the Master Servicer shall provide to the Depositor, at least
        15
        calendar days prior to the effective date of such succession or appointment,
        (x)
        written notice to the Depositor of such succession or appointment and (y)
        in
        writing and in form and substance reasonably satisfactory to the Depositor,
        all
        information reasonably requested by the Depositor in order to comply with
        its
        reporting obligation under Item 6.02 of Form 8-K.

       

      (b)  It
        shall
        not be necessary for the Master Servicer, any Subservicer or the Trustee
        to seek
        the consent of the Depositor or any other party hereto to the utilization
        of any
        Subcontractor.  The Master Servicer or the Trustee, as applicable,
        shall promptly upon request provide to the Depositor (or any designee of
        the
        Depositor, such as the Master Servicer or administrator) a written description
        (in form and substance satisfactory to the Depositor) of the role and function
        of each Subcontractor utilized by such Person (or in the case of the Master
        Servicer or any Subservicer), specifying (i) the identity of each such
        Subcontractor, (ii) which (if any) of such Subcontractors are “participating in
        the servicing function” within the meaning of Item 1122 of Regulation AB, and
        (iii) which elements of the Servicing Criteria will be addressed in assessments
        of compliance provided by each Subcontractor identified pursuant to clause
        (ii)
        of this paragraph.

       

      As
        a
        condition to the utilization of any Subcontractor determined to be a Reporting
        Subcontractor, the Master Servicer or the Trustee, as applicable, shall cause
        any such Subcontractor used by such Person (or in the case of the Master
        Servicer or any Subservicer) for the benefit of the Depositor to comply with
        the
        provisions of Sections 11.07 and 11.09 of this Agreement to the same extent
        as
        if such Subcontractor were the Master Servicer (except with respect to the
        Master Servicer’s duties with respect to preparing and filing any Exchange Act
        Reports or as the Certifying Person) or the Trustee, as
        applicable.  The Master Servicer or the Trustee, as applicable, shall
        be responsible for obtaining from each Subcontractor and delivering to the
        Depositor and the Master Servicer, any assessment of compliance and attestation
        required to be delivered by such Subcontractor under Section 11.05 and Section
        11.07, in each case as and when required to be delivered.

       

      
        	
                SECTION
                  11.09.  

              	
                Amendments.

              


      

       

      In
        the
        event the parties to this Agreement desire to further clarify or amend any
        provision of this Article XI, this Agreement shall be amended to reflect
        the new
        agreement between the parties covering matters in this Article XI pursuant
        to
        Section 10.01, which amendment shall not require any Opinion of Counsel or
        Rating Agency confirmations or the consent of any
        Certificateholder.  If, during the period that the Depositor is
        required to file Exchange Act Reports with respect to the Trust Fund, the
        Master
        Servicer is no longer an Affiliate of the Depositor, the Depositor shall
        assume
        the obligations and responsibilities of the Master Servicer in this Article
        XI
        with respect to the preparation and filing of the Exchange Act Reports and/or
        acting as the Certifying Person, if the Depositor has received indemnity
        from
        such successor Master Servicer satisfactory to the Depositor, and such Master
        Servicer has agreed to provide a Sarbanes-Oxley Certification to the Depositor
        substantially in the form of Exhibit Y, and the certifications referred to
        in
        Section 11.07.

       

      
        	
                SECTION
                  11.10.  

              	
                Reconciliation
                  of Accounts.

              


      

       

      Any
        reconciliation of Accounts performed by any party hereto, or any Subservicer
        or
        Subcontractor shall be prepared no later than 45 calendar days after the
        bank
        statement cutoff date.

       

      
        
          
          

        

        
          XI-5

          
            

          

        

        
          
          

        

         

      

      *           *           *           *           *           *

       

      
        
          
          

        

        
          XI-6

          
            

          

        

        
          
          

        

      

      IN
        WITNESS WHEREOF, the Depositor, the Trustee, the Sellers and the Master Servicer
        have caused their names to be signed hereto by their respective officers
        thereunto duly authorized as of the day and year first above
        written.

       

      


      
        	 	
                CWALT,
                  INC.,

                  as
                  Depositor

                 

                 

                By:        /s/
                  Michael
                  Schloessmann                                                                

                Name:  Michael
                  Schloessmann

                Title:  Managing
                  Director

                 

                THE
                  BANK OF NEW YORK,

                  as
                  Trustee

                 

                 

                 

                By:       /s/
                  Michael
                  Cerchio                                                                

                Name:  Michael
                  Cerchio

                Title:  Assistant
                  Treasurer

                 

                 

                COUNTRYWIDE
                  HOME LOANS, INC.,

                  as
                  a Seller

                 

                 

                By:         /s/
                  Michael
                  Schloessmann                        
                  

                Name:  Michael
                  Schloessmann

                Title:  Managing
                  Director

                 

                 

                PARK
                  GRANADA LLC,

                  as
                  a Seller

                 

                 

                By:       /s/
                  Michael
                  Schloessmann                                                                

                Name:  Michael
                  Schloessmann

                Title:  Managing
                  Director

                 

                 

                PARK
                  MONACO INC.,

                  as
                  a Seller

                 

                By:
                  COUNTRYWIDE FINANCIAL CORPORATION

                 

                 

                By:       /s/
                  Michael
                  Schloessmann                                                                

                Name:  Michael
                  Schloessmann

                Title:  Managing
                  Director

                 

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      
        	 	
                PARK
                  SIENNA LLC,

                  as
                  a Seller

                 

                By:
                  COUNTRYWIDE FINANCIAL CORPORATION

                 

                 

                By:       /s/
                  Michael
                  Schloessmann                                                                

                Name:  Michael
                  Schloessmann

                Title:  Managing
                  Director

                 

                COUNTRYWIDE
                  HOME LOANS SERVICING LP,

                  as
                  Master Servicer

                 

                By:  COUNTRYWIDE
                  GP, INC.

                 

                 

                By:       /s/
                  Michael
                  Schloessmann                                                                

                Name:  Michael
                  Schloessmann

                Title:  Managing
                  Director

              


      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      
        	 	
                Acknowledged
                  solely with respect to its obligations 

                 
                  under Section 4.01(b)

                 

                THE
                  BANK OF NEW YORK, in its individual capacity

                 

                 

                By:       /s/
                  Paul
                  Connolly                                                                

                Name:  Paul
                  Connolly

                Title:  Vice
                  Presiden

              


      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      SCHEDULE
        I

       

      Mortgage
        Loan Schedule

       

      [Delivered
        at Closing to Trustee]

       

      
        
          
          

        

        
          S-I-1

          
            

          

        

        
          
          

        

      

      SCHEDULE
        II-A

      CWALT,
        Inc.

      Mortgage
        Pass-Through Certificates

      Series
        2007-J2

      Representations
        and Warranties of Countrywide

       

      Countrywide
        Home Loans, Inc. (“Countrywide”) hereby makes the representations and warranties
        set forth in this Schedule II-A to the Depositor, the Master Servicer and
        the
        Trustee, as of the Closing Date.  Capitalized terms used but not
        otherwise defined in this Schedule II-A shall have the meanings ascribed
        thereto
        in the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”)
        relating to the above-referenced Series, among Countrywide, as
        a  seller, Park Granada LLC, as a seller, Park Monaco Inc., as a
        seller, Park Sienna LLC, as a seller, Countrywide Home Loans Servicing LP,
        as
        master servicer, CWALT, Inc., as depositor, and The Bank of New York, as
        trustee.

       

      (1)  Countrywide
        is duly organized as a New York corporation and is validly existing and in
        good
        standing under the laws of the State of New York and is duly authorized and
        qualified to transact any and all business contemplated by the Pooling and
        Servicing Agreement to be conducted by Countrywide in any state in which
        a
        Mortgaged Property is located or is otherwise not required under applicable
        law
        to effect such qualification and, in any event, is in compliance with the
        doing
        business laws of any such state, to the extent necessary to perform any of
        its
        obligations under the Pooling and Servicing Agreement in accordance with
        the
        terms thereof.

       

      (2)  Countrywide
        has the full corporate power and authority to sell each Countrywide Mortgage
        Loan, and to execute, deliver and perform, and to enter into and consummate
        the
        transactions contemplated by the Pooling and Servicing Agreement and has
        duly
        authorized by all necessary corporate action on the part of Countrywide the
        execution, delivery and performance of the Pooling and Servicing Agreement;
        and
        the Pooling and Servicing Agreement, assuming the due authorization, execution
        and delivery thereof by the other parties thereto, constitutes a legal, valid
        and binding obligation of Countrywide, enforceable against Countrywide in
        accordance with its terms, except that (a) the enforceability thereof may
        be limited by bankruptcy, insolvency, moratorium, receivership and other
        similar
        laws relating to creditors’ rights generally and (b) the remedy of specific
        performance and injunctive and other forms of equitable relief may be subject
        to
        equitable defenses and to the discretion of the court before which any
        proceeding therefor may be brought.

       

      (3)  The
        execution and delivery of the Pooling and Servicing Agreement by Countrywide,
        the sale of the Countrywide Mortgage Loans by Countrywide under the Pooling
        and
        Servicing Agreement, the consummation of any other of the transactions
        contemplated by the Pooling and Servicing Agreement, and the fulfillment
        of or
        compliance with the terms thereof are in the ordinary course of business
        of
        Countrywide and will not (A) result in a material breach of any term or
        provision of the charter or by-laws of Countrywide or (B) materially
        conflict with, result in a material breach, violation or acceleration of,
        or
        result in a material default under, the terms of any other material agreement
        or
        instrument to which Countrywide is a party or by which it may be bound, or
        (C) constitute a material violation of any statute, order or regulation
        applicable to Countrywide of any court, regulatory body, administrative agency
        or governmental body having jurisdiction over Countrywide; and Countrywide
        is
        not in breach or violation of any material indenture or other material agreement
        or instrument, or in violation of any statute, order or regulation of any
        court,
        regulatory body, administrative agency or governmental body having jurisdiction
        over it which breach or violation may materially impair Countrywide’s ability to
        perform or meet any of its obligations under the Pooling and Servicing
        Agreement.

       

      
        
          
          

        

        
          S-II-A-1

          
            

          

        

        
          
          

        

      

      (4)  Countrywide
        is an approved servicer of conventional mortgage loans for FNMA or FHLMC
        and is
        a mortgagee approved by the Secretary of Housing and Urban Development pursuant
        to sections 203 and 211 of the National Housing Act.

       

      (5)  No
        litigation is pending or, to the best of Countrywide’s knowledge, threatened,
        against Countrywide that would materially and adversely affect the execution,
        delivery or enforceability of the Pooling and Servicing Agreement or the
        ability
        of Countrywide to sell the Countrywide Mortgage Loans or to perform any of
        its
        other obligations under the Pooling and Servicing Agreement in accordance
        with
        the terms thereof.

       

      (6)  No
        consent, approval, authorization or order of any court or governmental agency
        or
        body is required for the execution, delivery and performance by Countrywide
        of,
        or compliance by Countrywide with, the Pooling and Servicing Agreement or
        the
        consummation of the transactions contemplated thereby, or if any such consent,
        approval, authorization or order is required, Countrywide has obtained the
        same.

       

      (7)  Countrywide
        intends to treat the transfer of the Countrywide Mortgage Loans to the Depositor
        as a sale of the Countrywide Mortgage Loans for all tax, accounting and
        regulatory purposes.

       

      (8)  Countrywide
        is a member of MERS in good standing, and will comply in all material respects
        with the rules and procedures of MERS in connection with the servicing of
        the
        MERS Mortgage Loans in the Trust Fund for as long as such Mortgage Loans
        are
        registered with MERS.

       

      


      
        
          
          

        

        
          S-II-A-2

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        II-B

       

      CWALT,
        Inc.

       

      Mortgage
        Pass-Through Certificates

       

      Series
        2007-J2

       

      Representations
        and Warranties of Park Granada

       

      Park
        Granada LLC (“Park Granada”) and Countrywide Home Loans, Inc. (“Countrywide”),
        each hereby makes the representations and warranties set forth in this Schedule
        II-B to the Depositor, the Master Servicer and the Trustee, as of the Closing
        Date.  Capitalized terms used but not otherwise defined in this
        Schedule II-B shall have the meanings ascribed thereto in the Pooling and
        Servicing Agreement (the “Pooling and Servicing Agreement”) relating to the
        above-referenced Series, among Park Granada, as a seller, Park Monaco Inc.,
        as a
        seller, Park Sienna LLC, as a seller, Countrywide, as a seller, Countrywide
        Home
        Loans Servicing LP, as master servicer, CWALT, Inc., as depositor, and The
        Bank
        of New York, as trustee.

       

      (1)  Park
        Granada is a limited liability company duly formed and validly existing and
        in
        good standing under the laws of the State of Delaware.

      


      (2)  Park
        Granada has the full corporate power and authority to sell each Park Granada
        Mortgage Loan, and to execute, deliver and perform, and to enter into and
        consummate the transactions contemplated by the Pooling and Servicing Agreement
        and has duly authorized by all necessary corporate action on the part of
        Park
        Granada the execution, delivery and performance of the Pooling and Servicing
        Agreement; and the Pooling and Servicing Agreement, assuming the due
        authorization, execution and delivery thereof by the other parties thereto,
        constitutes a legal, valid and binding obligation of Park Granada, enforceable
        against Park Granada in accordance with its terms, except that (a) the
        enforceability thereof may be limited by bankruptcy, insolvency, moratorium,
        receivership and other similar laws relating to creditors’ rights generally and
        (b) the remedy of specific performance and injunctive and other forms of
        equitable relief may be subject to equitable defenses and to the discretion
        of
        the court before which any proceeding therefor may be brought.

       

      (3)  The
        execution and delivery of the Pooling and Servicing Agreement by Park Granada,
        the sale of the Park Granada Mortgage Loans by Park Granada under the Pooling
        and Servicing Agreement, the consummation of any other of the transactions
        contemplated by the Pooling and Servicing Agreement, and the fulfillment
        of or
        compliance with the terms thereof are in the ordinary course of business
        of Park
        Granada and will not (A) result in a material breach of any term or provision
        of
        the certificate of formation or the limited liability company agreement of
        Park
        Granada or (B) materially conflict with, result in a material breach, violation
        or acceleration of, or result in a material default under, the terms of any
        other material agreement or instrument to which Park Granada is a party or
        by
        which it may be bound, or (C) constitute a material violation of any statute,
        order or regulation applicable to Park Granada of any court, regulatory body,
        administrative agency or governmental body having jurisdiction over Park
        Granada; and Park Granada is not in breach or violation of any material
        indenture or other material agreement or instrument, or in violation of any
        statute, order or regulation of any court, regulatory body, administrative
        agency or governmental body having jurisdiction over it which breach or
        violation may materially impair Park Granada’s ability to perform or meet any of
        its obligations under the Pooling and Servicing Agreement.

       

      
        
          
          

        

        
          S-II-B-1

          
            

          

        

        
          
          

        

      

      (4)  No
        litigation is pending or, to the best of Park Granada’s knowledge, threatened,
        against Park Granada that would materially and adversely affect the execution,
        delivery or enforceability of the Pooling and Servicing Agreement or the
        ability
        of Park Granada to sell the Park Granada Mortgage Loans or to perform any of its
        other obligations under the Pooling and Servicing Agreement in accordance
        with
        the terms thereof.

       

      (5)  No
        consent, approval, authorization or order of any court or governmental agency
        or
        body is required for the execution, delivery and performance by Park Granada
        of,
        or compliance by Park Granada with, the Pooling and Servicing Agreement or
        the
        consummation of the transactions contemplated thereby, or if any such consent,
        approval, authorization or order is required, Park Granada has obtained the
        same.

       

      (6)  Park
        Granada intends to treat the transfer of the Park Granada Mortgage Loans
        to the
        Depositor as a sale of the Park Granada Mortgage Loans for all tax, accounting
        and regulatory purposes.

       

      
        
          
          

        

        
          S-II-B-2

          
            

          

        

        
          
          

        

      

      SCHEDULE
        II-C

       

      CWALT,
        Inc.

       

      Mortgage
        Pass-Through Certificates

       

      Series
        2007-J2

       

      Representations
        and Warranties of Park Monaco

       

      Park
        Monaco Inc. (“Park Monaco”) and Countrywide Home Loans, Inc. (“Countrywide”),
        each hereby makes the representations and warranties set forth in this Schedule
        II-C to the Depositor, the Master Servicer and the Trustee, as of the Closing
        Date.  Capitalized terms used but not otherwise defined in this
        Schedule II-C shall have the meanings ascribed thereto in the Pooling and
        Servicing Agreement (the “Pooling and Servicing Agreement”) relating to the
        above-referenced Series, among Park Monaco, as a seller, Countrywide, as
        a
        seller, Park Granada LLC, as a seller, Park Sienna LLC, as a seller, Countrywide
        Home Loans Servicing LP, as master servicer, CWALT, Inc., as depositor, and
        The
        Bank of New York, as trustee.

       

      (1)  Park
        Monaco is a corporation duly formed and validly existing and in good standing
        under the laws of the State of Delaware.

       

      (2)  Park
        Monaco has the full corporate power and authority to sell each Park Monaco
        Mortgage Loan, and to execute, deliver and perform, and to enter into and
        consummate the transactions contemplated by the Pooling and Servicing Agreement
        and has duly authorized by all necessary corporate action on the part of
        Park
        Monaco the execution, delivery and performance of the Pooling and Servicing
        Agreement; and the Pooling and Servicing Agreement, assuming the due
        authorization, execution and delivery thereof by the other parties thereto,
        constitutes a legal, valid and binding obligation of Park Monaco, enforceable
        against Park Monaco in accordance with its terms, except that (a) the
        enforceability thereof may be limited by bankruptcy, insolvency, moratorium,
        receivership and other similar laws relating to creditors’ rights generally and
        (b) the remedy of specific performance and injunctive and other forms of
        equitable relief may be subject to equitable defenses and to the discretion
        of
        the court before which any proceeding therefor may be brought.

       

      (3)  The
        execution and delivery of the Pooling and Servicing Agreement by Park Monaco,
        the sale of the Park Monaco Mortgage Loans by Park Monaco under the Pooling
        and
        Servicing Agreement, the consummation of any other of the transactions
        contemplated by the Pooling and Servicing Agreement, and the fulfillment
        of or
        compliance with the terms thereof are in the ordinary course of business
        of Park
        Monaco and will not (A) result in a material breach of any term or provision
        of
        the certificate of incorporation or by-laws of Park Monaco or (B) materially
        conflict with, result in a material breach, violation or acceleration of,
        or
        result in a material default under, the terms of any other material agreement
        or
        instrument to which Park Monaco is a party or by which it may be bound, or
        (C)
        constitute a material violation of any statute, order or regulation applicable
        to Park Monaco of any court, regulatory body, administrative agency or
        governmental body having jurisdiction over Park Monaco; and Park Monaco is
        not
        in breach or violation of any material indenture or other material agreement
        or
        instrument, or in violation of any statute, order or regulation of any court,
        regulatory body, administrative agency or governmental body having jurisdiction
        over it which breach or violation may materially impair Park Monaco’s ability to
        perform or meet any of its obligations under the Pooling and Servicing
        Agreement.

       

      (4)  No
        litigation is pending or, to the best of Park Monaco’s knowledge, threatened,
        against Park Monaco that would materially and adversely affect the execution,
        delivery or enforceability 

       

       

      
        
          
          

        

        
          S-II-C-1

          
            

          

        

        
          
          

        

      

       

      of
        the
        Pooling and Servicing Agreement or the ability of Park Monaco to sell the
        Park
        Monaco Mortgage Loans or to perform any of its other obligations under the
        Pooling and Servicing Agreement in accordance with the terms
        thereof.

       

      (5)  No
        consent, approval, authorization or order of any court or governmental agency
        or
        body is required for the execution, delivery and performance by Park Monaco
        of,
        or compliance by Park Monaco with, the Pooling and Servicing Agreement or
        the
        consummation of the transactions contemplated thereby, or if any such consent,
        approval, authorization or order is required, Park Monaco has obtained the
        same.

       

      (6)  Park
        Monaco intends to treat the transfer of the Park Monaco Mortgage Loans to
        the
        Depositor as a sale of the Park Monaco Mortgage Loans for all tax, accounting
        and regulatory purposes.

       

      
        
          
          

        

        
          S-II-C-2

          
            

          

        

        
          
          

        

      

      SCHEDULE
        II-D

       

      CWALT,
        Inc.

       

      Mortgage
        Pass-Through Certificates

       

      Series
        2007-J2

       

      Representations
        and Warranties of Park Sienna

       

      Park
        Sienna LLC (“Park Sienna”) and Countrywide Home Loans, Inc. (“Countrywide”),
        each hereby makes the representations and warranties set forth in this Schedule
        II-D to the Depositor, the Master Servicer and the Trustee, as of the Closing
        Date.  Capitalized terms used but not otherwise defined in this
        Schedule II-D shall have the meanings ascribed thereto in the Pooling and
        Servicing Agreement (the “Pooling and Servicing Agreement”) relating to the
        above-referenced Series, among Park Sienna, as a seller, Countrywide, as
        a
        seller, Park Granada LLC, as a seller, Park Monaco Inc., as a seller,
        Countrywide Home Loans Servicing LP, as master servicer, CWALT, Inc., as
        depositor, and The Bank of New York, as trustee.

       

      (1)  Park
        Sienna is a limited liability company duly formed and validly existing and
        in
        good standing under the laws of the State of Delaware.

       

      (2)  Park
        Sienna has the full corporate power and authority to sell each Park Sienna
        Mortgage Loan, and to execute, deliver and perform, and to enter into and
        consummate the transactions contemplated by the Pooling and Servicing Agreement
        and has duly authorized by all necessary corporate action on the part of
        Park
        Sienna the execution, delivery and performance of the Pooling and Servicing
        Agreement; and the Pooling and Servicing Agreement, assuming the due
        authorization, execution and delivery thereof by the other parties thereto,
        constitutes a legal, valid and binding obligation of Park Sienna, enforceable
        against Park Sienna in accordance with its terms, except that (a) the
        enforceability thereof may be limited by bankruptcy, insolvency, moratorium,
        receivership and other similar laws relating to creditors’ rights generally and
        (b) the remedy of specific performance and injunctive and other forms of
        equitable relief may be subject to equitable defenses and to the discretion
        of
        the court before which any proceeding therefor may be brought.

       

      (3)  The
        execution and delivery of the Pooling and Servicing Agreement by Park Sienna,
        the sale of the Park Sienna Mortgage Loans by Park Sienna under the Pooling
        and
        Servicing Agreement, the consummation of any other of the transactions
        contemplated by the Pooling and Servicing Agreement, and the fulfillment
        of or
        compliance with the terms thereof are in the ordinary course of business
        of Park
        Sienna and will not (A) result in a material breach of any term or provision
        of
        the certificate of formation or the limited liability company agreement of
        Park
        Sienna or (B) materially conflict with, result in a material breach, violation
        or acceleration of, or result in a material default under, the terms of any
        other material agreement or instrument to which Park Sienna is a party or
        by
        which it may be bound, or (C) constitute a material violation of any statute,
        order or regulation applicable to Park Sienna of any court, regulatory body,
        administrative agency or governmental body having jurisdiction over Park
        Sienna;
        and Park Sienna is not in breach or violation of any material indenture or
        other
        material agreement or instrument, or in violation of any statute, order or
        regulation of any court, regulatory body, administrative agency or governmental
        body having jurisdiction over it which breach or violation may materially
        impair
        Park Sienna’s ability to perform or meet any of its obligations under the
        Pooling and Servicing Agreement.

       

      
        
          
          

        

        
          S-II-D-1

          
            

          

        

        
          
          

        

      

       

      (4)  No
        litigation is pending or, to the best of Park Sienna’s knowledge, threatened,
        against Park Sienna that would materially and adversely affect the execution,
        delivery or enforceability of the Pooling and Servicing Agreement or the
        ability
        of Park Sienna to sell the Park Sienna Mortgage Loans or to perform any of
        its
        other obligations under the Pooling and Servicing Agreement in accordance
        with
        the terms thereof.

       

      (5)  No
        consent, approval, authorization or order of any court or governmental agency
        or
        body is required for the execution, delivery and performance by Park Sienna
        of,
        or compliance by Park Sienna with, the Pooling and Servicing Agreement or
        the
        consummation of the transactions contemplated thereby, or if any such consent,
        approval, authorization or order is required, Park Sienna has obtained the
        same.

       

      (6)  Park
        Sienna intends to treat the transfer of the Park Sienna Mortgage Loans to
        the
        Depositor as a sale of the Park Sienna Mortgage Loans for all tax, accounting
        and regulatory purposes.

       

      
        
          
          

        

        
          S-II-D-2

          
            

          

        

        
          
          

        

      

      


      SCHEDULE
        III-A

       

      CWALT,
        Inc.

       

      Mortgage
        Pass-Through Certificates

       

      Series
        2007-J2

       

      Representations
        and Warranties of Countrywide as to all of the Mortgage Loans

       

      Countrywide
        Home Loans, Inc. (“Countrywide”) hereby makes the representations and warranties
        set forth in this Schedule III-A to the Depositor, the Master Servicer and
        the
        Trustee, with respect to all of the Mortgage Loans as of the Closing Date,
        or if
        so specified herein, as of the Cut-off Date.  Capitalized terms used
        but not otherwise defined in this Schedule III-A shall have the meanings
        ascribed thereto in the Pooling and Servicing Agreement (the “Pooling and
        Servicing Agreement”) relating to the above-referenced Series, among
        Countrywide, as a seller, Park Granada LLC, as a seller, Park Monaco Inc.,
        as a
        seller, Park Sienna LLC, as a seller, Countrywide Home Loans Servicing LP,
        as
        master servicer, CWALT, Inc., as depositor, and The Bank of New York, as
        trustee.

       

      (1)  The
        information set forth on Schedule I (excluding the information contained
        in
        clauses (xviii), (xix) and (xx) of the Mortgage Loan Schedule) to the Pooling
        and Servicing Agreement with respect to each Mortgage Loan is true and correct
        in all material respects as of the Closing Date.

      


      (2)  As
        of the
        Closing Date, all payments due with respect to each Mortgage Loan prior to
        the
        Cut-off Date have been made.

       

      (3)  None
        of
        the Mortgage Loans had a Loan-to-Value Ratio at origination in excess of
        100.00%.

       

      (4)  Each
        Mortgage is a valid and enforceable first lien on the Mortgaged Property
        subject
        only to (a) the lien of non delinquent current real property taxes and
        assessments, (b) covenants, conditions and restrictions, rights of way,
        easements and other matters of public record as of the date of recording
        of such
        Mortgage, such exceptions appearing of record being acceptable to mortgage
        lending institutions generally or specifically reflected in the appraisal
        made
        in connection with the origination of the related Mortgage Loan, and (c)
        other
        matters to which like properties are commonly subject which do not materially
        interfere with the benefits of the security intended to be provided by such
        Mortgage.

       

      (5)  [Reserved].

       

      (6)  There
        is
        no delinquent tax or assessment lien against any Mortgaged
        Property.

       

      (7)  There
        is
        no valid offset, defense or counterclaim to any Mortgage Note or Mortgage,
        including the obligation of the Mortgagor to pay the unpaid principal of
        or
        interest on such Mortgage Note.

       

      (8)  There
        are
        no mechanics’ liens or claims for work, labor or material affecting any
        Mortgaged Property which are or may be a lien prior to, or equal with, the
        lien
        of such Mortgage, except those which are insured against by the title insurance
        policy referred to in item (12) below.

       

      
        
          
          

        

        
          S-III-A-1

          
            

          

        

        
          
          

        

      

      (9)  As
        of the
        Closing Date, to the best of Countrywide’s knowledge, each Mortgaged Property is
        free of material damage and in good repair.

       

      (10)  Each
        Mortgage Loan at origination complied in all material respects with applicable
        local, state and federal laws, including, without limitation, usury, equal
        credit opportunity,  predatory and abusive lending laws, real estate
        settlement procedures, truth-in-lending and disclosure laws, and consummation
        of
        the transactions contemplated hereby will not involve the violation of any
        such
        laws.

       

      (11)  As
        of the
        Closing Date, none of the Sellers nor any prior holder of any Mortgage has
        modified the Mortgage in any material respect (except that a Mortgage Loan
        may
        have been modified by a written instrument which has been recorded or submitted
        for recordation, if necessary, to protect the interests of the
        Certificateholders and the original or a copy of which has been delivered
        to the
        Trustee); satisfied, cancelled or subordinated such Mortgage in whole or
        in
        part; released the related Mortgaged Property in whole or in part from the
        lien
        of such Mortgage; or executed any instrument of release, cancellation,
        modification or satisfaction with respect thereto.

       

      (12)  A
        lender’s policy of title insurance together with a condominium endorsement and
        extended coverage endorsement, if applicable, in an amount at least equal
        to the
        Cut-off Date Stated Principal Balance of each such Mortgage Loan or a commitment
        (binder) to issue the same was effective on the date of the origination of
        each
        Mortgage Loan, each such policy is valid and remains in full force and effect,
        and each such policy was issued by a title insurer qualified to do business
        in
        the jurisdiction where the Mortgaged Property is located and acceptable to
        FNMA
        or FHLMC and is in a form acceptable to FNMA or FHLMC, which policy insures
        Countrywide and successor owners of indebtedness secured by the insured
        Mortgage, as to the first priority lien of the Mortgage subject to the
        exceptions set forth in paragraph (4) above; to the best of Countrywide’s
        knowledge, no claims have been made under such mortgage title insurance policy
        and no prior holder of the related Mortgage, including Countrywide, has done,
        by
        act or omission, anything which would impair the coverage of such mortgage
        title
        insurance policy.

       

      (13)  Each
        Mortgage Loan was originated (within the meaning of Section 3(a)(41) of the
        Securities Exchange Act of 1934, as amended) by an entity that satisfied
        at the
        time of origination the requirements of Section 3(a)(41) of the Securities
        Exchange Act of 1934, as amended.

       

      (14)  To
        the
        best of Countrywide’s knowledge, all of the improvements which were included for
        the purpose of determining the Appraised Value of the Mortgaged Property
        lie
        wholly within the boundaries and building restriction lines of such property,
        and no improvements on adjoining properties encroach upon the Mortgaged
        Property.

       

      (15)  To
        the
        best of Countrywide’s knowledge, no improvement located on or being part of the
        Mortgaged Property is in violation of any applicable zoning law or
        regulation.  To the best of Countrywide’s knowledge, all inspections,
        licenses and certificates required to be made or issued with respect to all
        occupied portions of the Mortgaged Property and, with respect to the use
        and
        occupancy of the same, including but not limited to certificates of occupancy
        and fire underwriting certificates, have been made or obtained from the
        appropriate authorities, unless the lack thereof would not have a material
        adverse effect on the value of such Mortgaged Property, and the Mortgaged
        Property is lawfully occupied under applicable law.

       

      (16)  Each
        Mortgage Note and the related Mortgage are genuine, and each is the legal,
        valid
        and binding obligation of the maker thereof, enforceable in accordance with
        its
        terms and under applicable law.  To the best of Countrywide’s
        knowledge, all parties to the Mortgage Note 

       

       

      
        
          
          

        

        
          S-III-A-2

          
            

          

        

        
          
          

        

      

       

      and
        the
        Mortgage had legal capacity to execute the Mortgage Note and the Mortgage
        and
        each Mortgage Note and Mortgage have been duly and properly executed by such
        parties.

       

      (17)  The
        proceeds of the Mortgage Loans have been fully disbursed, there is no
        requirement for future advances thereunder and any and all requirements as
        to
        completion of any on-site or off-site improvements and as to disbursements
        of
        any escrow funds therefor have been complied with.  All costs, fees
        and expenses incurred in making, or closing or recording the Mortgage Loans
        were
        paid.

       

      (18)  The
        related Mortgage contains customary and enforceable provisions which render
        the
        rights and remedies of the holder thereof adequate for the realization against
        the Mortgaged Property of the benefits of the security, including, (i) in
        the
        case of a Mortgage designated as a deed of trust, by trustee’s sale, and (ii)
        otherwise by judicial foreclosure.

       

      (19)  With
        respect to each Mortgage constituting a deed of trust, a trustee, duly qualified
        under applicable law to serve as such, has been properly designated and
        currently so serves and is named in such Mortgage, and no fees or expenses
        are
        or will become payable by the Certificateholders to the trustee under the
        deed
        of trust, except in connection with a trustee’s sale after default by the
        Mortgagor.

       

      (20)  Each
        Mortgage Note and each Mortgage is in substantially one of the forms acceptable
        to FNMA or FHLMC, with such riders as have been acceptable to FNMA or FHLMC,
        as
        the case may be.

       

      (21)  There
        exist no deficiencies with respect to escrow deposits and payments, if such
        are
        required, for which customary arrangements for repayment thereof have not
        been
        made, and no escrow deposits or payments of other charges or payments due
        Countrywide have been capitalized under the Mortgage or the related Mortgage
        Note.

       

      (22)  The
        origination, underwriting and collection practices used by Countrywide with
        respect to each Mortgage Loan have been in all respects legal, prudent and
        customary in the mortgage lending and servicing business.

       

      (23)  There
        is
        no pledged account or other security other than real estate securing the
        Mortgagor’s obligations.

       

      (24)  No
        Mortgage Loan has a shared appreciation feature, or other contingent interest
        feature.

       

      (25)  Each
        Mortgage Loan contains a customary “due on sale” clause.

       

      (26)  Approximately
        9.85% and 8.07% of the Mortgage Loans in Loan Group 1 and Loan Group 2,
        respectively, in each case by aggregate Stated Principal Balance of the Mortgage
        Loans in that Loan Group as of the Cut-off Date, provide for a Prepayment
        Charge.

       

      (27)  Each
        Mortgage Loan which had a Loan-to-Value Ratio at origination in excess of
        80.00%
        is the subject of a Primary Insurance Policy that insures that portion of
        the
        principal balance equal to a specified percentage times the sum of the remaining
        principal balance of the related Mortgage Loan, the accrued interest thereon
        and
        the related foreclosure expenses.  The specified coverage percentage
        for mortgage loans with terms to maturity of between 25 and 30 years is 12%
        for
        Loan-to-Value Ratios between 80.01% and 85.00%, 25% for Loan-to-Value Ratios
        

       

      
        
          
          

        

        
          S-III-A-3

          
            

          

        

        
          
          

        

      

       

      between
        85.01% and 90.00%, 30% for Loan-to-Value Ratios between 90.01% and 95.00%
        and
        35% for Loan-to-Value Ratios between 95.01% and 100%. The specified coverage
        percentage for mortgage loans with terms to maturity of up to 20 years ranges
        from 6% to 12% for Loan-to-Value Ratios between 80.01% and 85.00%, from 12%
        to
        20% for Loan-to-Value Ratios between 85.01% to 90.00% and 20% to 25% for
        Loan-to-Value Ratios between 90.01% to 95.00%.  Each such Primary
        Insurance Policy is issued by a Qualified Insurer.  All provisions of
        any such Primary Insurance Policy have been and are being complied with,
        any
        such policy is in full force and effect, and all premiums due thereunder
        have
        been paid.  Any Mortgage subject to any such Primary Insurance Policy
        obligates either the Mortgagor or the mortgagee thereunder to maintain such
        insurance and to pay all premiums and charges in connection therewith, subject,
        in each case, to the provisions of Section 3.09(b) of the Pooling and Servicing
        Agreement.  The Mortgage Rate for each Mortgage Loan is net of any
        such insurance premium.

       

      (28)  As
        of the
        Closing Date, the improvements upon each Mortgaged Property are covered by
        a
        valid and existing hazard insurance policy with a generally acceptable carrier
        that provides for fire and extended coverage and coverage for such other
        hazards
        as are customary in the area where the Mortgaged Property is located in an
        amount which is at least equal to the lesser of (i) the maximum insurable
        value
        of the improvements securing such Mortgage Loan or (ii) the greater of (a)
        the
        outstanding principal balance of the Mortgage Loan and (b) an amount such
        that
        the proceeds of such policy shall be sufficient to prevent the Mortgagor
        and/or
        the mortgagee from becoming a co-insurer.  If the Mortgaged Property
        is a condominium unit, it is included under the coverage afforded by a blanket
        policy for the condominium unit.  All such individual insurance
        policies and all flood policies referred to in item (29) below contain a
        standard mortgagee clause naming Countrywide or the original mortgagee, and
        its
        successors in interest, as mortgagee, and Countrywide has received no notice
        that any premiums due and payable thereon have not been paid; the Mortgage
        obligates the Mortgagor thereunder to maintain all such insurance including
        flood insurance at the Mortgagor’s cost and expense, and upon the Mortgagor’s
        failure to do so, authorizes the holder of the Mortgage to obtain and maintain
        such insurance at the Mortgagor’s cost and expense and to seek reimbursement
        therefor from the Mortgagor.  if the Mortgaged Property is in an area
        identified in the Federal Register by the Federal Emergency Management Agency
        as
        having special flood hazards, a flood insurance policy in a form meeting
        the
        requirements of the current guidelines of the Flood Insurance Administration
        is
        in effect with respect to such Mortgaged Property with a generally acceptable
        carrier in an amount representing coverage not less than the least of (A)
        the
        original outstanding principal balance of the Mortgage Loan, (B) the minimum
        amount required to compensate for damage or loss on a replacement cost basis,
        or
        (C) the maximum amount of insurance that is available under the Flood Disaster
        Protection Act of 1973, as amended.

       

      (29)  If
        the
        Mortgaged Property is in an area identified in the Federal Register by the
        Federal Emergency Management Agency as having special flood hazards, a flood
        insurance policy in a form meeting the requirements of the current guidelines
        of
        the Flood Insurance Administration is in effect with respect to such Mortgaged
        Property with a generally acceptable carrier in an amount representing coverage
        not less than the least of (A) the original outstanding principal balance
        of the
        Mortgage Loan, (B) the minimum amount required to compensate for damage or
        loss
        on a replacement cost basis, or (C) the maximum amount of insurance that
        is
        available under the Flood Disaster Protection Act of 1973, as
        amended.

       

      (30)  To
        the
        best of Countrywide’s knowledge, there is no proceeding occurring, pending or
        threatened for the total or partial condemnation of the Mortgaged
        Property.

       

      (31)  There
        is
        no material monetary default existing under any Mortgage or the related Mortgage
        Note and, to the best of Countrywide’s knowledge, there is no material event
        which, 

       

      
        
          
          

        

        
          S-III-A-4

          
            

          

        

        
          
          

        

      

       

      with
        the
        passage of time or with notice and the expiration of any grace or cure period,
        would constitute a default, breach, violation or event of acceleration under
        the
        Mortgage or the related Mortgage Note; and Countrywide has not waived any
        default, breach, violation or event of acceleration.

       

      (32)  Each
        Mortgaged Property is improved by a one- to four-family residential dwelling
        including condominium units and dwelling units in PUDs, which, to the best
        of
        Countrywide’s knowledge, does not include cooperatives or mobile homes and does
        not constitute other than real property under state law.

       

      (33)  Each
        Mortgage Loan is being master serviced by the Master Servicer.

       

      (34)  Any
        future advances made prior to the Cut-off Date have been consolidated with
        the
        outstanding principal amount secured by the Mortgage, and the secured principal
        amount, as consolidated, bears a single interest rate and single repayment
        term
        reflected on the Mortgage Loan Schedule.  The consolidated principal
        amount does not exceed the original principal amount of the Mortgage
        Loan.  The Mortgage Note does not permit or obligate the Master
        Servicer to make future advances to the Mortgagor at the option of the
        Mortgagor.

       

      (35)  All
        taxes, governmental assessments, insurance premiums, water, sewer and municipal
        charges, leasehold payments or ground rents which previously became due and
        owing have been paid, or an escrow of funds has been established in an amount
        sufficient to pay for every such item which remains unpaid and which has
        been
        assessed, but is not yet due and payable.  Except for (A) payments in
        the nature of escrow payments, and (B) interest accruing from the date of
        the
        Mortgage Note or date of disbursement of the Mortgage proceeds, whichever
        is
        later, to the day which precedes by one month the Due Date of the first
        installment of principal and interest, including without limitation, taxes
        and
        insurance payments, the Master Servicer has not advanced funds, or induced,
        solicited or knowingly received any advance of funds by a party other than
        the
        Mortgagor, directly or indirectly, for the payment of any amount required
        by the
        Mortgage.

       

      (36)  Other
        than with respect to any Streamlined Documentation Mortgage Loan as to which
        the
        loan-to-value ratio of the related Original Mortgage Loan was less than 90%
        at
        the time of the origination of such Original Mortgage Loan, prior to the
        approval of the Mortgage Loan application, an appraisal of the related Mortgaged
        Property was obtained from a qualified appraiser, duly appointed by the
        originator, who had no interest, direct or indirect, in the Mortgaged Property
        or in any loan made on the security thereof, and whose compensation is not
        affected by the approval or disapproval of the Mortgage Loan; such appraisal
        is
        in a form acceptable to FNMA and FHLMC.

       

      (37)  None
        of
        the Mortgage Loans are graduated payment mortgage loans or a growing equity
        mortgage loans, and none of the Mortgage Loans are subject to a buydown or
        similar arrangement.

       

      (38)  Any
        leasehold estate securing a Mortgage Loan has a term of not less than five
        years
        in excess of the term of the related Mortgage Loan.

       

      (39)  The
        Mortgage Loans were selected from among the outstanding fixed-rate one- to
        four-family mortgage loans in the portfolios of the Sellers at the Closing
        Date
        as to which the representations and warranties made as to the Mortgage Loans
        set
        forth in this Schedule III-A can be made.  Such selection was not made
        in a manner intended to adversely affect the interests of
        Certificateholders.

       

      
        
          
          

        

        
          S-III-A-5

          
            

          

        

        
          
          

        

      

      (40)   Each
        of the Mortgage Loans was underwritten in all material respects in accordance
        with the procedures set forth in the Prospectus under “Mortgage Loan Program –
Underwriting Process”.

       

      (41)  Except
        for 7 Mortgage Loans in Loan Group 1 and 19 Mortgage Loans in Loan Group
        2, each
        Mortgage Loan in Loan Group 1 and Loan Group 2 has a payment date on or before
        the Due Date in the month of the first Distribution Date.

       

      (42)  With
        respect to any Mortgage Loan as to which an affidavit has been delivered
        to the
        Trustee certifying that the original Mortgage Note is a Lost Mortgage Note,
        if
        such Mortgage Loan is subsequently in default, the enforcement of such Mortgage
        Loan or of the related Mortgage by or on behalf of the Trustee will not be
        materially adversely affected by the absence of the original Mortgage
        Note.  A “Lost Mortgage Note” is a Mortgage Note the original of which
        was permanently lost or destroyed and has not been replaced.

       

      (43)  The
        Mortgage Loans, individually and in the aggregate, conform in all material
        respects to the descriptions thereof in the Prospectus Supplement.

       

      (44)  The
        aggregate principal balance of the Discount Mortgage Loans for Loan Group
        1 and
        Loan Group 2 will not exceed $3,145,992.60 and $20,175,994.38,
        respectively.

       

      (45)  Each
        Mortgage Loan was originated by a savings and loan association, savings bank,
        commercial bank, credit union, insurance company, or mortgage banking company
        which is supervised and examined by a federal or state authority, or by a
        mortgagee approved by the Secretary of Housing and Urban Development pursuant
        to
        Sections 2.03 and 2.11 of the National Housing Act.

       

      (46)  Each
        Mortgage Loan was (A) originated no earlier than six months prior to the
        time
        the Seller purchased such Mortgage Loan pursuant to a mortgage loan purchase
        agreement or other similar agreement and (B) underwritten or reunderwritten
        by
        Countrywide in accordance with Countrywide’s underwriting guidelines in effect
        at the time the loan was underwritten or reunderwritten, as
        applicable.

       

      (47)  None
        of
        the Mortgage Loans are subject to the Georgia Fair Lending Act, as
        amended.

       

      (48)  None
        of
        the Mortgage Loans are “high cost” loans as defined by applicable predatory and
        abusive lending laws.

       

      (49)  None
        of
        the Mortgage Loans are covered by the Home Ownership and Equity Protection
        Act
        of 1994 (“HOEPA”).

       

      (50)  No
        Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home
        Ownership Act effective November 27, 2003 (N.J.S.A. 46:10B-22 et
        seq.).

       

      (51)  No
        Mortgage Loan is a “High-Cost Home Loan” as defined in the New Mexico Home Loan
        Protection Act effective January 1, 2004 (N.M. Stat. Ann. §§ 58-21A-1 et
        seq.).

       

      (52)  No
        Mortgage Loan is a “High-Cost Home Mortgage Loan” as defined in the
        Massachusetts Predatory Home Loan Practices Act effective November 7, 2004
        (Mass. Gen. Laws ch. 183C).

       

      
        
          
          

        

        
          S-III-A-6

          
            

          

        

        
          
          

        

      

      (53)  No
        Mortgage Loan originated on or after January 1, 2005 is a “High Cost Home Loan”
as defined in the Indiana Home Loan Practices Act, effective January 1, 2005
        (Ind. Code Ann. Sections 24-9-1-1 through 24-9-1-9).

       

      (54)  All
        of
        the Mortgage Loans were originated in compliance with all applicable laws,
        including, but not limited to, all applicable anti-predatory and abusive
        lending
        laws.

       

      (55)  No
        Mortgage Loan is a High Cost Loan or Covered Loan, as applicable, and with
        respect to the foregoing, the terms “High Cost Loan” and “Covered Loan” have the
        meaning assigned to them in the then current Standard & Poor’s LEVELS®
Version 6.0 Glossary Revised, Appendix E which is attached hereto as Exhibit
        Q
        (the “Glossary”) where (x) a “High Cost Loan” is each loan identified in the
        column “Category under applicable anti-predatory lending law” of the table
        entitled “Standard & Poor's High Cost Loan Categorization” in the Glossary
        as each such loan is defined in the applicable anti-predatory lending law
        of the
        State or jurisdiction specified in such table and (y) a “Covered Loan” is each
        loan identified in the column “Category under applicable anti-predatory lending
        law” of the table entitled “Standard & Poor's Covered Loan Categorization”
in the Glossary as each such loan is defined in the applicable anti-predatory
        lending law of the State or jurisdiction specified in such table.

       

      
        
          
          

        

        
          S-III-A-7

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        III-B

       

      CWALT,
        Inc.

       

      Mortgage
        Pass-Through Certificates

       

      Series
        2007-J2

       

      Representations
        and Warranties of Countrywide as to the Countrywide Mortgage
        Loans

       

      Countrywide
        Home Loans, Inc. (“Countrywide”) hereby makes the representations and warranties
        set forth in this Schedule III-B to the Depositor, the Master Servicer and
        the
        Trustee, with respect to the Countrywide Mortgage Loans as of the Closing
        Date.  Capitalized terms used but not otherwise defined in this
        Schedule III-B shall have the meanings ascribed thereto in the Pooling and
        Servicing Agreement (the “Pooling and Servicing Agreement”) relating to the
        above-referenced Series, among Countrywide, as a seller, Park Granada LLC,
        as a
        seller, Park Monaco Inc., as a seller, Park Sienna LLC, as a seller, Countrywide
        Home Loans Servicing LP, as master servicer, CWALT, Inc., as depositor, and
        The
        Bank of New York, as trustee.

       

      (1)  Immediately
        prior to the assignment of each Countrywide Mortgage Loan to the Depositor,
        Countrywide had good title to, and was the sole owner of, such Countrywide
        Mortgage Loan free and clear of any pledge, lien, encumbrance or security
        interest and had full right and authority, subject to no interest or
        participation of, or agreement with, any other party, to sell and assign
        the
        same pursuant to the Pooling and Servicing Agreement.

       

       

      
        
          
          

        

        
          S-III-B-1

          
            

          

        

        
          
          

        

      

      SCHEDULE
        III-C

       

      CWALT,
        Inc.

       

      Mortgage
        Pass-Through Certificates

       

      Series
        2007-J2

       

      Representations
        and Warranties of Park Granada as to the Park Granada Mortgage
        Loans

       

      Park
        Granada LLC (“Park Granada”) hereby makes the representations and warranties set
        forth in this Schedule III-C to the Depositor, the Master Servicer and the
        Trustee, with respect to the Park Granada Mortgage Loans as of the Closing
        Date.  Capitalized terms used but not otherwise defined in this
        Schedule III-C shall have the meanings ascribed thereto in the Pooling and
        Servicing Agreement (the “Pooling and Servicing Agreement”) relating to the
        above-referenced Series, among Countrywide Home Loans, Inc., as a seller,
        Park
        Granada, as a seller, Park Monaco Inc., as a seller, Park Sienna LLC, as
        a
        seller, Countrywide Home Loans Servicing LP, as master servicer, CWALT, Inc.,
        as
        depositor, and The Bank of New York, as trustee.

       

        (1)           Immediately
        prior to the assignment of each Park Granada Mortgage Loan to the Depositor,
        Park Granada had good title to, and was the sole owner of, such Park Granada
        Mortgage Loan free and clear of any pledge, lien, encumbrance or security
        interest and had full right and authority, subject to no interest or
        participation of, or agreement with, any other party, to sell and assign
        the
        same pursuant to the Pooling and Servicing Agreement.

       

       

      
        
          
          

        

        
          S-III-C-1

          
            

          

        

        
          
          

        

      

      SCHEDULE
        III-D

       

      CWALT,
        Inc.

       

      Mortgage
        Pass-Through Certificates

       

      Series
        2007-J2

       

      Representations
        and Warranties of Park Monaco as to the Park Monaco Mortgage
        Loans

       

      Park
        Monaco Inc. (“Park Monaco”) hereby makes the representations and warranties set
        forth in this Schedule III-D to the Depositor, the Master Servicer and the
        Trustee, with respect to the Park Monaco Mortgage Loans as of the Closing
        Date.  Capitalized terms used but not otherwise defined in this
        Schedule III-D shall have the meanings ascribed thereto in the Pooling and
        Servicing Agreement (the “Pooling and Servicing Agreement”) relating to the
        above-referenced Series, among Countrywide Home Loans, Inc., as a seller,
        Park
        Monaco, as a seller, Park Granada LLC, as a seller, Park Sienna LLC, as a
        seller, Countrywide Home Loans Servicing LP, as master servicer, CWALT, Inc.,
        as
        depositor, and The Bank of New York, as trustee.

       

      (1)           Immediately
        prior to the assignment of each Park Monaco Mortgage Loan to the Depositor,
        Park
        Monaco had good title to, and was the sole owner of, such Park Monaco Mortgage
        Loan free and clear of any pledge, lien, encumbrance or security interest
        and
        had full right and authority, subject to no interest or participation of,
        or
        agreement with, any other party, to sell and assign the same pursuant to
        the
        Pooling and Servicing Agreement.

       

      
        
          
          

        

        
          S-III-D-1

          
            

          

        

        
          
          

        

      

      SCHEDULE
        III-E

       

      CWALT,
        Inc.

       

      Mortgage
        Pass-Through Certificates

       

      Series
        2007-J2

       

      Representations
        and Warranties of Park Sienna as to the Park Sienna Mortgage
        Loans

       

      Park
        Sienna LLC (“Park Sienna”) hereby makes the representations and warranties set
        forth in this Schedule III-E to the Depositor, the Master Servicer and the
        Trustee, with respect to the Park Sienna Mortgage Loans as of the Closing
        Date.  Capitalized terms used but not otherwise defined in this
        Schedule III-E shall have the meanings ascribed thereto in the Pooling and
        Servicing Agreement (the “Pooling and Servicing Agreement”) relating to the
        above-referenced Series, among Countrywide Home Loans, Inc., as a seller,
        Park
        Sienna, as a seller, Park Monaco Inc., as a seller, Park Granada LLC, as
        a
        seller, Countrywide Home Loans Servicing LP, as master servicer, CWALT, Inc.,
        as
        depositor, and The Bank of New York, as trustee.

       

      (1)           Immediately
        prior to the assignment of each Park Sienna Mortgage Loan to the Depositor,
        Park
        Sienna had good title to, and was the sole owner of, such Park Sienna Mortgage
        Loan free and clear of any pledge, lien, encumbrance or security interest
        and
        had full right and authority, subject to no interest or participation of,
        or
        agreement with, any other party, to sell and assign the same pursuant to
        the
        Pooling and Servicing Agreement.

       

      
        
          
          

        

        
          S-III-E-1

          
            

          

        

        
          
          

        

      

      


        

       

      SCHEDULE
        IV

       

      CWALT,
        Inc.

       

      Mortgage
        Pass-Through Certificates

       

      Series
        2007-J2

       

      Representations
        and Warranties of the Master Servicer

       

      Countrywide
        Home Loans Servicing LP (“Countrywide Servicing”) hereby makes the
        representations and warranties set forth in this Schedule IV to the Depositor,
        the Sellers and the Trustee, as of the Closing Date.  Capitalized
        terms used but not otherwise defined in this Schedule IV shall have the meanings
        ascribed thereto in the Pooling and Servicing Agreement (the “Pooling and
        Servicing Agreement”) relating to the above-referenced Series, among Countrywide
        Home Loans, Inc., as a seller, Park Granada LLC, as a seller, Park Monaco
        Inc.,
        as a seller, Park Sienna LLC, as a seller, Countrywide Home Servicing, as
        master
        servicer, CWALT, Inc., as depositor, and The Bank of New York, as
        trustee.

       

      (1)  Countrywide
        Servicing  is duly organized as a limited partnership and is validly
        existing and in good standing under the laws of the State of Texas and is
        duly
        authorized and qualified to transact any and all business contemplated by
        the
        Pooling and Servicing Agreement to be conducted by Countrywide Servicing
        in any
        state in which a Mortgaged Property is located or is otherwise not required
        under applicable law to effect such qualification and, in any event, is in
        compliance with the doing business laws of any such state, to the extent
        necessary to perform any of its obligations under the Pooling and Servicing
        Agreement in accordance with the terms thereof.

      


      (2)  Countrywide
        Servicing has the full partnership power and authority to service each Mortgage
        Loan, and to execute, deliver and perform, and to enter into and consummate
        the
        transactions contemplated by the Pooling and Servicing Agreement and has
        duly
        authorized by all necessary partnership action on the part of Countrywide
        Servicing the execution, delivery and performance of the Pooling and Servicing
        Agreement; and the Pooling and Servicing Agreement, assuming the due
        authorization, execution and delivery thereof by the other parties thereto,
        constitutes a legal, valid and binding obligation of Countrywide Servicing,
        enforceable against Countrywide Servicing in accordance with its terms, except
        that (a) the enforceability thereof may be limited by bankruptcy,
        insolvency, moratorium, receivership and other similar laws relating to
        creditors’ rights generally and (b) the remedy of specific performance and
        injunctive and other forms of equitable relief may be subject to equitable
        defenses and to the discretion of the court before which any proceeding therefor
        may be brought.

       

      (3)  The
        execution and delivery of the Pooling and Servicing Agreement by Countrywide
        Servicing, the servicing of the Mortgage Loans by Countrywide Servicing under
        the Pooling and Servicing Agreement, the consummation of any other of the
        transactions contemplated by the Pooling and Servicing Agreement, and the
        fulfillment of or compliance with the terms thereof are in the ordinary course
        of business of Countrywide Servicing and will not (A) result in a material
        breach of any term or provision of the certificate of limited partnership,
        partnership agreement or other organizational document of Countrywide Servicing
        or (B) materially conflict with, result in a material breach, violation or
        acceleration of, or result in a material default under, the terms of any
        other
        material agreement or instrument to which Countrywide Servicing is a party
        or by
        which it may be bound, or (C) constitute a material violation of any
        statute, order or regulation applicable to Countrywide Servicing of any court,
        regulatory body, administrative agency or governmental body having jurisdiction
        over Countrywide Servicing; and Countrywide Servicing is not in breach or
        violation of any material indenture or other material agreement or instrument,
        or in violation of any statute, order or regulation of any court, regulatory
        body, administrative agency or governmental body having jurisdiction over
        it
        which breach or violation may materially impair the ability of Countrywide
        Servicing to perform or meet any of its obligations under the Pooling and
        Servicing Agreement.

       

      
        
          
          

        

        
          S-IV-1

          
            

          

        

        
          
          

        

      

      (4)  Countrywide
        Servicing is an approved servicer of conventional mortgage loans for FNMA
        or
        FHLMC and is a mortgagee approved by the Secretary of Housing and Urban
        Development pursuant to sections 203 and 211 of the National Housing
        Act.

       

      (5)  No
        litigation is pending or, to the best of Countrywide Servicing’s knowledge,
        threatened, against Countrywide Servicing that would materially and adversely
        affect the execution, delivery or enforceability of the Pooling and Servicing
        Agreement or the ability of Countrywide Servicing to service the Mortgage
        Loans
        or to perform any of its other obligations under the Pooling and Servicing
        Agreement in accordance with the terms thereof.

       

      (6)  No
        consent, approval, authorization or order of any court or governmental agency
        or
        body is required for the execution, delivery and performance by Countrywide
        Servicing of, or compliance by Countrywide Servicing with, the Pooling and
        Servicing Agreement or the consummation of the transactions contemplated
        thereby, or if any such consent, approval, authorization or order is required,
        Countrywide Servicing has obtained the same.

       

      (7)  Countrywide
        Servicing is a member of MERS in good standing, and will comply in all material
        respects with the rules and procedures of MERS in connection with the servicing
        of the MERS Mortgage Loans for as long as such Mortgage Loans are registered
        with MERS.

       

      
        
          
          

        

        
          S-IV-2

          
            

          

        

        
          
          

        

      

      SCHEDULE
        V

      Principal
        Balances Schedule


      


      [Attached
        to Prospectus Supplement, if applicable]

      


      
        
          
          

        

        
          S-V-1

          
            

          

        

        
          
          

        

      

      


      SCHEDULE
        VI

      Form
        of
        Monthly Master Servicer Report

      


      
        	
                LOAN
                  LEVEL REPORTING SYSTEM

              
	
                DATABASE
                  STRUCTURE

              
	
                [MONTH,
                  YEAR]

              
	
                Field
                  Number

              	
                Field
                  Name

              	
                Field
                  Type

              	
                Field
                  Width

              	
                Dec

              
	
                1

              	
                INVNUM

              	
                Numeric

              	
                4

              	 
	
                2

              	
                INVBLK

              	
                Numeric

              	
                4

              	 
	
                3

              	
                INACNU

              	
                Character

              	
                8

              	 
	
                4

              	
                BEGSCH

              	
                Numeric

              	
                15

              	
                2

              
	
                5

              	
                SCHPRN

              	
                Numeric

              	
                13

              	
                2

              
	
                6

              	
                TADPRN

              	
                Numeric

              	
                11

              	
                2

              
	
                7

              	
                LIQEPB

              	
                Numeric

              	
                11

              	
                2

              
	
                8

              	
                ACTCOD

              	
                Numeric

              	
                11

              	 
	
                9

              	
                ACTDAT

              	
                Numeric

              	
                4

              	 
	
                10

              	
                INTPMT

              	
                Numeric

              	
                8

              	 
	
                11

              	
                PRNPMT

              	
                Numeric

              	
                13

              	
                2

              
	
                12

              	
                ENDSCH

              	
                Numeric

              	
                13

              	
                2

              
	
                13

              	
                SCHNOT

              	
                Numeric

              	
                13

              	
                2

              
	
                14

              	
                SCHPAS

              	
                Numeric

              	
                7

              	
                3

              
	
                15

              	
                PRINPT

              	
                Numeric

              	
                7

              	
                3

              
	
                16

              	
                PRIBAL

              	
                Numeric

              	
                11

              	
                2

              
	
                17

              	
                LPIDTE

              	
                Numeric

              	
                13

              	
                2

              
	
                18

              	
                DELPRN

              	
                Numeric

              	
                7

              	 
	
                19

              	
                PPDPRN

              	
                Numeric

              	
                11

              	
                2

              
	
                20

              	
                DELPRN

              	
                Numeric

              	
                11

              	
                2

              
	
                21

              	
                NXTCHG

              	
                Numeric

              	
                8

              	 
	
                22

              	
                ARMNOT

              	
                Numeric

              	
                7

              	
                3

              
	
                23

              	
                ARMPAS

              	
                Numeric

              	
                7

              	
                3

              
	
                24

              	
                ARMPMT

              	
                Numeric

              	
                11

              	
                2

              
	
                25

              	
                ZZTYPE

              	
                Character

              	
                2

              	 
	
                26

              	
                ISSUID

              	
                Character

              	
                1

              	 
	
                27

              	
                KEYNAME

              	
                Character

              	
                8

              	 
	
                TOTAL

              	 	 	
                240

              	 


      

       

       

      
        
          
          

        

        
          S-VI-1

          
            

          

        

        
          
          

        

      

      

        	
                LOAN
                  LEVEL REPORTING SYSTEM

              
	
                DATABASE
                  STRUCTURE

              
	
                [MONTH,
                  YEAR]

              
	
                Field
                  Number

              	
                Field
                  Name

              	
                Field
                  Type

              	
                Field
                  Width

              	
                Dec

              


      

      
        	
                Suggested
                  Format:

              	
                DBASE
                  file

                Modem
                  transmission

              	 	 	 


      

      


      
        
          
          

        

        
          S-VI-2

          
            

          

        

        
          
          

        

      

      SCHEDULE
        VII

      


      Available
        Exchanges of Depositable Certificates for Exchangeable
        Certificates(1)(2)

      


      
        	
                
                  Classes
                    of Depositable Certificates

                

              	
                
                  Related
                    Classes of Exchangeable Certificates

                

              
	
                
                  Classes
                    of Depositable Certificates

                

              	
                
                  Original
                    Certificate Balance

                

              	
                
                  Classes
                    of Exchangeable Certificates

                

              	
                
                  Maximum
                    Original Certificate Balance

                

              	
                
                  Pass-Through
                    Rate

                

              
	
                Recombination
                  1

              	 	 	 
	
                Class
                  2-A-6

              	
                $55,149,000

              	
                Class 2-A-4

              	
                $148,500,000

              	
                6.00%

              
	
                Class
                  2-A-7

              	
                $47,635,000

              	 	 	 
	
                Class
                  2-A-8

              	
                $45,716,000

              	 	 	 
	 	 	 	 	 
	
                Recombination
                  2 (5)

              	 	 	 
	
                Class
                  2-A-6

              	
                $55,149,000

              	
                Class 2-A-1
                  (3)

              	
                $121,621,000

              	
                6.00%

              
	
                Class
                  2-A-7

              	
                $47,635,000

              	
                Class 2-A-2
                  (3)

              	
                $10,779,000

              	
                6.00%

              
	
                Class
                  2-A-8

              	
                $45,716,000

              	
                Class 2-A-5
                  (3)

              	
                $16,100,000

              	
                6.00%

              
	 	 	 	 	 
	
                Recombination
                  3

              	 	 	 
	
                Class
                  2-A-8

              	
                $45,716,000

              	
                Class 2-A-9
                  (4)

              	
                $13,500,000

              	
                6.00%

              
	 	 	
                Class 2-A-10
                  (4)

              	
                $19,717,000

              	
                6.00%

              
	 	 	
                Class 2-A-11
                  (4)

              	
                $12,499,000

              	
                6.00%

              
	 	 	 	 	 


      

      ______________

      
        	
                (1)

              	
                Depositable
                  Certificates and Exchangeable Certificates may be exchanged only
                  in the
                  proportions shown in this Annex II.  In any exchange, the
                  relative proportions of the Depositable Certificates to be delivered
                  (or,
                  if applicable, received) in such exchange will equal the proportions
                  reflected by the outstanding Class Certificate Balances of the
                  related
                  Depositable Certificates at the time of
                  exchange.

              


      

      


      
        	
                (2)

              	
                If,
                  as a result of a proposed exchange, a Certificateholder would hold
                  a
                  Depositable Certificate or Exchangeable Certificate of a Class
                  in an
                  amount less than the applicable minimum denomination for that Class,
                  the
                  Certificateholder will be unable to effect the proposed
                  exchange.

              


      

      


      
        	
                (3)

              	
                The
                  Class 2-A-1, Class 2-A-2 and Class 2-A-5 Certificates are paid
                  in the
                  following order:

              


      

      


      
        	
                 

              	
                (a)  to
                  the Class 2-A-5 Certificates, the Priority Amount, until its Class
                  Certificate Balance is reduced to
                  zero;

              


      

      


      
        	
                 

              	
                (b)  sequentially,
                  to the Class 2-A-1 and Class 2-A-2 Certificates, in that order,
                  until
                  their respective Class Certificate Balances are reduced to zero;
                  and

              


      

      


      
        	
                 

              	
                (c)  to
                  the Class 2-A-5 Certificates, without regard to the Priority Amount,
                  until
                  its Class Certificate Balance is reduced to
                  zero.

              


      

      


      
        	
                (4)

              	
                The
                  Class 2-A-9, Class 2-A-10 and Class 2-A-11 Certificates are paid
                  sequentially, in that order, until their respective Class Certificate
                  Balances are reduced to zero.

              


      

      


      
        	
                (5)

              	
                On
                  or after the Distribution Date in June 2012, Holders of the Class
                  2-A-6,
                  Class 2-A-7 and Class 2-A-8 Certificates will not be permitted
                  to exchange
                  those Classes of Certificates for the Class 2-A-1, Class 2-A-2
                  and Class
                  2-A-5 Certificates and Holders of the Class 2-A-1, Class 2-A-2
                  and Class
                  2-A-5 Certificates will not be permitted to exchange those Classes
                  of
                  Certificates for the Class 2-A-6, Class 2-A-7 and Class 2-A-8
                  Certificates.

              


      

      
      

       

      
 

      
        
          
          

        

        
          S-VII-1

          
            

          

        

        
          
          

        

         

      

      Holders
        of the Class 2-A-1, Class 2-A-2 and Class 2-A-5 Certificates on the Distribution
        Date in June 2012 will be deemed to have chosen to receive distributions
        in the
        following order:

      


      
        	
                 

              	
                (a)

              	
                to
                  the Class 2-A-5 Certificates, the Priority Amount, until its Class
                  Certificate Balance is reduced to
                  zero;

              


      

      


      
        	
                 

              	
                (b)

              	
                sequentially,
                  to the Class 2-A-1 and Class 2-A-2 Certificates, in that order,
                  until
                  their respective Class Certificate Balances are reduced to zero;
                  and

              


      

      


      
        	
                 

              	
                (c)

              	
                to
                  the Class 2-A-5 Certificates, without regard to the Priority Amount,
                  until
                  its Class Certificate Balance is reduced to
                  zero.

              


      

      


      
        	
                 

              	
                Holders
                  of the Class 2-A-6, Class 2-A-7 and Class 2-A-8 Certificates on
                  the
                  Distribution Date in June 2012 will be deemed to have chosen to
                  receive
                  distributions of the Combined Percentage in the following
                  order:

              


      

      


      
        	
                 

              	
                (a)

              	
                in
                  an amount up to $1,000 on each Distribution Date, to the Class
                  2-A-6
                  Certificates, until its Class Certificate Balance is reduced to
                  zero;

              


      

      


      
        	
                 

              	
                (b)

              	
                in
                  an amount up to $151,000 on each Distribution Date, to the Class
                  2-A-8
                  Certificates, until its Class Certificate Balance is reduced to
                  zero;

              


      

      


      
        	
                 

              	
                (c)

              	
                beginning
                  with the Distribution Date in June 2009, in an amount up to $498,000
                  on
                  each Distribution Date, to the Class 2-A-7 Certificates, until
                  its Class
                  Certificate Balance is reduced to zero;
                  and

              


      

      


      
        	
                 

              	
                (d)

              	
                sequentially,
                  to the Class 2-A-6, Class 2-A-7 and Class 2-A-8 Certificates, in
                  that
                  order, until their respective Class Certificate Balances are reduced
                  to
                  zero.

              


      

      


      
        
          
          

        

        
          S-VII-2

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      A

     

    [FORM
      OF
      SENIOR CERTIFICATE]

     

    [UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.]

     

    [SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).]

     

    [UNTIL
      THIS CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING,
      NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS
      THE
      TRANSFEREE DELIVERS TO THE TRUSTEE EITHER (A) A REPRESENTATION LETTER TO THE
      EFFECT THAT SUCH TRANSFEREE IS NOT, AND IS NOT INVESTING ASSETS OF, AN EMPLOYEE
      BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED (“ERISA”), OR A PLAN OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE CODE,
      OR (B) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT
      REFERRED TO HEREIN.  SUCH REPRESENTATION SHALL BE DEEMED TO HAVE BEEN
      MADE TO THE TRUSTEE BY THE TRANSFEREE’S ACCEPTANCE OF A CERTIFICATE OF THIS
      CLASS AND BY A BENEFICIAL OWNER’S ACCEPTANCE OF ITS INTEREST IN A CERTIFICATE OF
      THIS CLASS. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, UNTIL THIS
      CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, ANY
      PURPORTED TRANSFER OF THIS CERTIFICATE TO, OR TO A PERSON INVESTING ASSETS
      OF,
      AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR A PLAN OR ARRANGEMENT SUBJECT
      TO
      SECTION 4975 OF THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE
      TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.]

     

    


    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    
      	
              Certificate
                No.

            	
              :

            	 
	 	 	 
	
              Cut-off
                Date

            	
              :

            	 
	 	 	 
	
              First
                Distribution Date

            	
              :

            	 
	 	 	 
	
              Initial
                Certificate Balance 

              of
                this Certificate 

              (“Denomination”)

            	
               

               

              :

            	
              $

            
	 	 	 
	
              Initial
                Certificate Balance 

              of
                all Certificates of 

              this
                Class

            	
               

               

              :

            	
              $

            
	 	 	 
	
              CUSIP

            	
              :

            	 
	 	 	 
	
              Interest
                Rate

            	
              :

            	 
	 	 	 
	
              Maturity
                Date

            	
              :

            	 


    

    CWALT,
      INC.

    Mortgage
      Pass-Through Certificates, Series 200____-____

    Class
      [   ]

     

    evidencing
      a percentage interest in the distributions allocable to the Certificates of
      the
      above-referenced Class with respect to a Trust Fund consisting primarily of
      a
      pool of conventional mortgage loans (the “Mortgage Loans”) secured by first
      liens on one- to four-family residential properties

     

    CWALT,
      Inc., as Depositor

     

    Principal
      in respect of this Certificate is distributable monthly as set forth
      herein.  Accordingly, the Certificate Balance at any time may be less
      than the Certificate Balance as set forth herein.  This Certificate
      does not evidence an obligation of, or an interest in, and is not guaranteed
      by
      the Depositor, the Sellers, the Master Servicer or the Trustee referred to
      below
      or any of their respective affiliates.  Neither this Certificate nor
      the Mortgage Loans are guaranteed or insured by any governmental agency or
      instrumentality.

     

    This
      certifies that
                
      is the registered owner of the Percentage Interest evidenced by this Certificate
      (obtained by dividing the denomination of this Certificate by the aggregate
      Initial Certificate Balance of all Certificates of the Class to which this
      Certificate belongs) in certain monthly distributions with respect to a Trust
      Fund consisting primarily of the Mortgage 

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

    Loans
      deposited by CWALT, Inc. (the “Depositor”).  The Trust Fund was
      created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off
      Date specified above (the “Agreement”) among the Depositor, Countrywide Home
      Loans, Inc., as a seller (“CHL”), Park Granada LLC, as a seller (“Park
      Granada”), Park Monaco, Inc., as a seller (“Park Monaco”), and Park Sienna LLC,
      as a seller (“Park Sienna” and, together with CHL, Park Granada and Park Monaco,
      the “Sellers”), Countrywide Home Loans Servicing LP, as master servicer (the
“Master Servicer”), and The Bank of New York, as trustee (the
“Trustee”).  To the extent not defined herein, the capitalized terms
      used herein have the meanings assigned in the Agreement.  This
      Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    [Until
      this certificate has been the subject of an ERISA-Qualifying Underwriting,
      no
      transfer of a Certificate of this Class shall be made unless the Trustee shall
      have received either (i) a representation letter from the transferee of such
      Certificate, acceptable to and in form and substance satisfactory to the
      Trustee, to the effect that such transferee is not an employee benefit plan
      subject to Section 406 of ERISA or a plan or arrangement subject to Section
      4975
      of the Code, or a person acting on behalf of or investing plan assets of any
      such benefit plan or arrangement, which representation letter shall not be
      an
      expense of the Trustee, the Master Servicer or the Trust Fund, or (ii) in the
      case of any such Certificate presented for registration in the name of an
      employee benefit plan subject to ERISA or a plan or arrangement subject to
      Section 4975 of the Code (or comparable provisions of any subsequent
      enactments), a trustee of any such benefit plan or arrangement or any other
      person acting on behalf of any such benefit plan or arrangement, an Opinion
      of
      Counsel satisfactory to the Trustee to the effect that the purchase and holding
      of such Certificate will not result in a non-exempt prohibited transaction
      under
      Section 406 of ERISA or Section 4975 of the Code, and will not subject the
      Trustee or the Master Servicer to any obligation in addition to those undertaken
      in the Agreement, which Opinion of Counsel shall not be an expense of the
      Trustee, the Master Servicer or the Trust Fund.  Unless the transferee
      delivers the Opinion of Counsel described above, such representation shall
      be
      deemed to have been made to the Trustee by the Transferee’s acceptance of a
      Certificate of this Class and by a beneficial owner’s acceptance of its interest
      in a Certificate of this Class.  Notwithstanding anything else to the
      contrary herein, until such certificate has been the subject of an
      ERISA-Qualifying Underwriting, any purported transfer of a Certificate of this
      Class to, or to a person investing assets of, an employee benefit plan subject
      to ERISA or a plan or arrangement subject to Section 4975 of the Code without
      the opinion of counsel satisfactory to the Trustee as described above shall
      be
      void and of no effect.]

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which further provisions shall for all purposes have the same
      effect as if set forth at this place.

     

    This
      Certificate shall not be entitled to any benefit under the Agreement or be
      valid
      for any purpose unless manually countersigned by an authorized signatory of
      the
      Trustee.

     

    *               *              *

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

     

    Dated:  ____________,
      20__

     

    
      	 	
              THE
                BANK OF NEW YORK,

              as
                Trustee

               

               

               

              By
                ______________________

               

            


    

    


    Countersigned:

     

    By                                                                               
      

    Authorized
      Signatory of

    THE
      BANK
      OF NEW YORK,

    as
      Trustee

     

    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    

    EXHIBIT
      B

     

    [FORM
      OF
      SUBORDINATED CERTIFICATE]

     

    [UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.]

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    THIS
      CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS
      DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “ACT”).  ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
      REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
      FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
      PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

     

    [NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
      TRANSFEREE DELIVERS TO THE TRUSTEE EITHER (A) A REPRESENTATION LETTER TO THE
      EFFECT THAT (i) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO
      THE
      EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), A PLAN OR
      ARRANGEMENT SUBJECT TO SECTION 4975 OF THE CODE, OR A PERSON ACTING ON BEHALF
      OF
      OR INVESTING THE ASSETS OF SUCH A BENEFIT PLAN OR ARRANGEMENT TO EFFECT THE
      TRANSFER, OR (ii) IF SUCH CERTIFICATE HAS BEEN THE SUBJECT OF AN
      ERISA-QUALIFYING UNDERWRITING AND THE TRANSFEREE IS AN INSURANCE COMPANY, A
      REPRESENTATION THAT THE TRANSFEREE IS PURCHASING SUCH CERTIFICATE WITH FUNDS
      CONTAINED IN AN  “INSURANCE COMPANY GENERAL ACCOUNT" AS SUCH TERM IS
      DEFINED IN SECTION V(e) OF PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”)
      95-60, AND THE 

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

    PURCHASE
      AND HOLDING OF THE CERTIFICATE SATISFY THE REQUIREMENTS FOR EXEMPTIVE RELIEF
      UNDER SECTIONS I AND III OF PTCE 95-60, OR (B) AN OPINION OF COUNSEL IN
      ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO
      HEREIN.  NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY
      PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT
      PLAN SUBJECT TO ERISA OR A PLAN OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE
      CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED
      ABOVE SHALL BE VOID AND OF NO EFFECT.]

     

    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    

    
      	
              Certificate
                No.

            	
              :

            	 
	 	 	 
	
              Cut-off
                Date

            	
              :

            	 
	 	 	 
	
              First
                Distribution Date

            	
              :

            	 
	 	 	 
	
              Initial
                Certificate Balance

              of
                this Certificate (“Denomination”)

            	
               

               

              :

            	
              $

            
	 	 	 
	
              Initial
                Certificate Balance

              of
                all Certificates of

              this
                Class

            	
               

               

              :

            	
              $

            
	 	 	 
	
              CUSIP

            	
              :

            	 
	 	 	 
	
              Interest
                Rate

            	
              :

            	 
	 	 	 
	
              Maturity
                Date

            	
              :

            	 


    

    CWALT,
      INC.

    Mortgage
      Pass-Through Certificates, Series 200____-____

    Class
      [  ]

     

    evidencing
      a percentage interest in the distributions allocable to the Certificates of
      the
      above-referenced Class with respect to a Trust Fund consisting primarily of
      a
      pool of conventional mortgage loans (the “Mortgage Loans”) secured by first
      liens on one- to four-family residential properties

     

    CWALT,
      Inc., as Depositor

     

    Principal
      in respect of this Certificate is distributable monthly as set forth
      herein.  Accordingly, the Certificate Balance at any time may be less
      than the Certificate Balance as set forth herein.  This Certificate
      does not evidence an obligation of, or an interest in, and is not guaranteed
      by
      the Depositor, the Sellers, the Master Servicer or the Trustee referred to
      below
      or any of their respective affiliates.  Neither this Certificate nor
      the Mortgage Loans are guaranteed or insured by any governmental agency or
      instrumentality.

     

    This
      certifies that
                                
is the registered owner of the Percentage Interest evidenced by this
      Certificate (obtained by dividing the denomination of this Certificate by the
      aggregate Initial Certificate Balance of all Certificates of the Class to which
      this Certificate 

     

    
      
        
        

      

      
        B-3

        
          

        

      

      
        
        

      

    

     

    belongs)
      in certain monthly distributions with respect to a Trust Fund consisting
      primarily of the Mortgage Loans deposited by CWALT, Inc. (the
“Depositor”).  The Trust Fund was created pursuant to a Pooling and
      Servicing Agreement dated as of the Cut-off Date specified above (the
“Agreement”) among the Depositor, Countrywide Home Loans, Inc., as a seller
      (“CHL”), Park Granada LLC, as a seller (“Park Granada”), Park Monaco, Inc., as a
      seller (“Park Monaco”), and Park Sienna LLC, as a seller (“Park Sienna” and,
      together with CHL, Park Granada and Park Monaco, the “Sellers”), Countrywide
      Home Loans Servicing LP, as master servicer (the “Master
      Servicer”), and The Bank of New York, as trustee (the
“Trustee”).  To the extent not defined herein, the capitalized terms
      used herein have the meanings assigned in the Agreement.  This
      Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    [No
      transfer of a Certificate of this Class shall be made unless such transfer
      is
      made pursuant to an effective registration statement under the Securities Act
      and any applicable state securities laws or is exempt from the registration
      requirements under said Act and such laws.  In the event that a
      transfer is to be made in reliance upon an exemption from the Securities Act
      and
      such laws, in order to assure compliance with the Securities Act and such laws,
      the Certificateholder desiring to effect such transfer and such
      Certificateholder’s prospective transferee shall each certify to the Trustee in
      writing the facts surrounding the transfer.  In the event that such a
      transfer is to be made within three years from the date of the initial issuance
      of Certificates pursuant hereto, there shall also be delivered (except in the
      case of a transfer pursuant to Rule 144A of the Securities Act) to the Trustee
      an Opinion of Counsel that such transfer may be made pursuant to an exemption
      from the Securities Act and such state securities laws, which Opinion of Counsel
      shall not be obtained at the expense of the Trustee, the Sellers, the Master
      Servicer or the Depositor.  The Holder hereof desiring to effect such
      transfer shall, and does hereby agree to, indemnify the Trustee and the
      Depositor against any liability that may result if the transfer is not so exempt
      or is not made in accordance with such federal and state laws.]

     

    [No
      transfer of a Certificate of this Class shall be made unless the Trustee shall
      have received either (i) a representation letter from the transferee of such
      Certificate, acceptable to and in form and substance satisfactory to the
      Trustee, to the effect that such transferee is not an employee benefit plan
      subject to Section 406 of ERISA or a plan or arrangement subject to Section
      4975
      of the Code, or a person acting on behalf of or investing plan assets of any
      such benefit plan or arrangement, which representation letter shall not be
      an
      expense of the Trustee, the Master Servicer or the Trust Fund, (ii) if such
      certificate has been the subject of an ERISA-Qualifying Underwriting and the
      transferee is an insurance company, a representation that the transferee is
      purchasing such Certificate with funds contained in an “insurance company
      general account” (as such term is defined in Section V(e) of Prohibited
      Transaction Class Exemption 95-60 (“PTCE 95-60”)) and that the purchase and
      holding of such Certificate satisfy the requirements for exemptive relief under
      Sections I and III of PTCE 95-60, or (iii) in the case of any such Certificate
      presented for registration in the name of an employee benefit plan subject
      to
      ERISA or a plan or arrangement subject to Section 4975 of the Code (or
      comparable provisions 

     

    
      
        
        

      

      
        B-4

        
          

        

      

      
        
        

      

    

     

    of
      any
      subsequent enactments), a trustee of any such benefit plan or arrangement or
      any
      other person acting on behalf of any such benefit plan or arrangement, an
      Opinion of Counsel satisfactory to the Trustee to the effect that the purchase
      and holding of such Certificate will not result in a prohibited transaction
      under Section 406 of ERISA or Section 4975 of the Code, and will not subject
the
      Trustee or the Master Servicer to any obligation in addition to those undertaken
      in the Agreement, which Opinion of Counsel shall not be an expense of the
      Trustee, the Master Servicer or the Trust Fund.  Notwithstanding
      anything else to the contrary herein, any purported transfer of a Certificate
      of
      this Class to or on behalf of an employee benefit plan subject to ERISA or
      a
      plan or arrangement subject to Section 4975 of the Code without the opinion
      of
      counsel satisfactory to the Trustee as described above shall be void and of
      no
      effect.]

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which further provisions shall for all purposes have the same
      effect as if set forth at this place.

     

    This
      Certificate shall not be entitled to any benefit under the Agreement or be
      valid
      for any purpose unless manually countersigned by an authorized signatory of
      the
      Trustee.

     

    *           *          *

     

    
      
        
        

      

      
        B-5

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

     

    Dated:  ____________,
      20__

     

    
      	 	
              THE
                BANK OF NEW YORK,

              as
                Trustee

               

               

               

              By
                ______________________

               

            


    

    Countersigned:

     

    By                                                                            
       

    Authorized
      Signatory of

    THE
      BANK
      OF NEW YORK,

    as
      Trustee

     

    
      
        
        

      

      
        B-6

        
          

        

      

      
        
        

      

    

    EXHIBIT
      C-1

     

    [FORM
      OF
      RESIDUAL CERTIFICATE]

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
      TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE WITH
      THE
      PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

     

    NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
      TRANSFEREE DELIVERS TO THE TRUSTEE EITHER (A) A REPRESENTATION LETTER TO THE
      EFFECT THAT (i) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO
      THE
      EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), A PLAN OR
      ARRANGEMENT SUBJECT TO SECTION 4975 OF THE CODE, OR A PERSON ACTING ON BEHALF
      OF
      OR INVESTING THE ASSETS OF SUCH A BENEFIT PLAN OR ARRANGEMENT TO EFFECT THE
      TRANSFER, OR (ii) IF SUCH CERTIFICATE HAS BEEN THE SUBJECT OF AN
      ERISA-QUALIFYING UNDERWRITING AND THE TRANSFEREE IS AN INSURANCE COMPANY, A
      REPRESENTATION THAT THE TRANSFEREE IS PURCHASING SUCH CERTIFICATE WITH FUNDS
      CONTAINED IN AN  “INSURANCE COMPANY GENERAL ACCOUNT" AS SUCH TERM IS
      DEFINED IN SECTION V(e) OF PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”)
      95-60, AND THE PURCHASE AND HOLDING OF THE CERTIFICATE SATISFY THE REQUIREMENTS
      FOR EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF PTCE 95-60, OR (B) AN OPINION
      OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO
      HEREIN.  NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY
      PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT
      PLAN SUBJECT TO ERISA OR A PLAN OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE
      CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED
      ABOVE SHALL BE VOID AND OF NO EFFECT.

     

    [THIS
      CERTIFICATE REPRESENTS THE “TAX MATTERS PERSON RESIDUAL INTEREST” ISSUED UNDER
      THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW AND MAY NOT BE TRANSFERRED
      TO ANY PERSON EXCEPT IN CONNECTION WITH THE ASSUMPTION BY THE TRANSFEREE OF
      THE
      DUTIES OF THE SERVICER UNDER SUCH AGREEMENT.]

     

    


    
      
        
        

      

      
        C-1-1

        
          

        

      

      
        
        

      

    

     

    
      	
              Certificate
                No.

            	
              :

            	 
	 	 	 
	
              Cut-off
                Date

            	
              :

            	 
	 	 	 
	
              First
                Distribution Date

            	
              :

            	 
	 	 	 
	
              Initial
                Certificate Balance

              of
                this Certificate 

              (“Denomination”)

            	
               

               

              :

            	
              $

            
	 	 	 
	
              Initial
                Certificate Balance

              of
                all Certificates of

              this
                Class

            	
               

               

              :

            	
              $

            
	 	 	 
	
              CUSIP

            	
              :

            	 
	 	 	 
	
              Interest
                Rate

            	
              :

            	 
	 	 	 
	
              Maturity
                Date

            	
              :

            	 


    

    


     

    CWALT,
      INC.

    Mortgage
      Pass-Through Certificates, Series 200____-____

     

    Class
      A-R

     

    evidencing
      the distributions allocable to the Class A-R Certificates with respect to a
      Trust Fund consisting primarily of a pool of conventional mortgage loans (the
      “Mortgage Loans”) secured by first liens on one- to four-family residential
      properties

     

    CWALT,
      Inc., as Depositor

     

    Principal
      in respect of this Certificate is distributable monthly as set forth
      herein.  Accordingly, the Certificate Balance at any time may be less
      than the Certificate Balance as set forth herein.  This Certificate
      does not evidence an obligation of, or an interest in, and is not guaranteed
      by
      the Depositor, the Sellers, the Master Servicer or the Trustee referred to
      below
      or any of their respective affiliates.  Neither this Certificate nor
      the Mortgage Loans are guaranteed or insured by any governmental agency or
      instrumentality.

     

    This
      certifies that
                   
      is the registered owner of the Percentage Interest (obtained by dividing the
      Denomination of this Certificate by the aggregate Initial Certificate Balance
      of
      all Certificates of the Class to which this Certificate belongs) in certain
      monthly distributions with respect to a Trust Fund consisting of the Mortgage
      Loans deposited by CWALT, Inc. (the 

     

     

    
      
        
        

      

      
        C-1-2

        
          

        

      

      
        
        

      

    

     

    “Depositor”).  The
      Trust Fund was created pursuant to a Pooling and Servicing Agreement dated
      as of
      the Cut-off Date specified above (the “Agreement”) among the Depositor,
      Countrywide Home Loans, Inc., as a seller (“CHL”), Park Granada LLC, as a seller
      (“Park Granada”), Park Monaco, Inc., as a seller (“Park Monaco”), and Park
      Sienna LLC, as a seller (“Park Sienna” and, together with CHL, Park Granada and
      Park Monaco, the “Sellers”), Countrywide Home Loans Servicing LP, as master
      servicer (the “Master Servicer”), and The Bank of New York, as
      trustee (the “Trustee”).  To the extent not defined herein, the
      capitalized terms used herein have the meanings assigned in the
      Agreement.  This Certificate is issued under and is subject to the
      terms, provisions and conditions of the Agreement, to which Agreement the Holder
      of this Certificate by virtue of the acceptance hereof assents and by which
      such
      Holder is bound.

     

    Any
      distribution of the proceeds of any remaining assets of the Trust Fund will
      be
      made only upon presentment and surrender of this Class A-R Certificate at the
      Corporate Trust Office or the office or agency maintained by the Trustee in
      New
      York, New York.

     

    No
      transfer of a Class A-R Certificate shall be made unless the Trustee shall
      have
      received either (i) a representation letter from the transferee of such
      Certificate, acceptable to and in form and substance satisfactory to the
      Trustee, to the effect that such transferee is not an employee benefit plan
      subject to Section 406 of ERISA or a plan or arrangement subject to Section
      4975
      of the Code, or a person acting on behalf of or investing plan assets of any
      such benefit plan or arrangement, which representation letter shall not be
      an
      expense of the Trustee, the Master Servicer or the Trust Fund, (ii) if such
      certificate has been the subject of an ERISA-Qualifying Underwriting and the
      transferee is an insurance company, a representation that the transferee is
      purchasing such Certificate with funds contained in an “insurance company
      general account” (as such term is defined in Section V(e) of Prohibited
      Transaction Class Exemption 95-60 (“PTCE 95-60”)) and that the purchase and
      holding of such Certificate satisfy the requirements for exemptive relief under
      Sections I and III of PTCE 95-60, or (iii) in the case of any such Certificate
      presented for registration in the name of an employee benefit plan subject
      to
      ERISA or a plan or arrangement subject to Section 4975 of the Code (or
      comparable provisions of any subsequent enactments), a trustee of any such
      benefit plan or arrangement or any other person acting on behalf of any such
      benefit plan or arrangement, an Opinion of Counsel satisfactory to the Trustee
      to the effect that the purchase and holding of such Certificate will not result
      in a prohibited transaction under Section 406 of ERISA or Section 4975 of the
      Code, and will not subject the Trustee or the Master Servicer to any obligation
      in addition to those undertaken in the Agreement, which Opinion of Counsel
      shall
      not be an expense of the Trustee, the Master Servicer or the Trust
      Fund.  Notwithstanding anything else to the contrary herein, any
      purported transfer of a Class A-R Certificate to or on behalf of an employee
      benefit plan subject to ERISA or a plan or arrangement subject to Section 4975
      of the Code without the opinion of counsel satisfactory to the Trustee as
      described above shall be void and of no effect.

     

    Each
      Holder of this Class A-R Certificate will be deemed to have agreed to be bound
      by the restrictions of the Agreement, including but not limited to the
      restrictions that (i) each person holding or acquiring any Ownership Interest
      in
      this Class A-R Certificate must be a Permitted Transferee, (ii) no Ownership
      Interest in this Class A-R Certificate may be transferred without 

     

     

    
      
        
        

      

      
        C-1-3

        
          

        

      

      
        
        

      

    

     

    delivery
      to the Trustee of (a) a transfer affidavit of the proposed transferee and (b)
      a
      transfer certificate of the transferor, each of such documents to be in the
      form
      described in the Agreement, (iii) each person holding or acquiring any Ownership
      Interest in this Class A-R Certificate must agree to require a transfer
      affidavit and to deliver a transfer certificate to the Trustee as required
      pursuant to the Agreement, (iv) each person holding or acquiring an Ownership
      Interest in this Class A-R Certificate must agree not to transfer an Ownership
      Interest in this Class A-R Certificate if it has actual knowledge that the
      proposed transferee is not a Permitted Transferee and (v) any attempted or
      purported transfer of any Ownership Interest in this Class A-R Certificate
      in
      violation of such restrictions will be absolutely null and void and will vest
      no
      rights in the purported transferee.

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which further provisions shall for all purposes have the same
      effect as if set forth at this place.

     

    This
      Certificate shall not be entitled to any benefit under the Agreement or be
      valid
      for any purpose unless manually countersigned by an authorized signatory of
      the
      Trustee.

     

    *         *        *

     

    
      
        
        

      

      
        C-1-4

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

     

    Dated:  ____________,
      20__

     

    
      	 	
              THE
                BANK OF NEW YORK,

              as
                Trustee

               

               

               

              By
                ______________________

               

            


    

    Countersigned:

     

    By
      ___________________________

    Authorized
      Signatory of

    THE
      BANK
      OF NEW YORK,

    as
      Trustee

     

    
      
        
        

      

      
        C-1-5

        
          

        

      

      
        
        

      

    

    EXHIBIT
      C-2

     

    [FORM
      OF
      CLASS P CERTIFICATE]

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    THIS
      CLASS P CERTIFICATE IS SUBORDINATE TO THE OFFERED CERTIFICATES  TO THE
      EXTENT DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT REFERRED
      TO
      HEREIN.

     

    THIS
      CLASS P CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS UNTIL SUCH TIME AS
      DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
      HEREIN.

     

    THIS
      CLASS P CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES
      ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY
      STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
      WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
      THAT DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE
      WITH
      THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
      TO HEREIN.

     

    NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
      TRANSFEREE DELIVERS TO THE TRUSTEE EITHER (A) A REPRESENTATION LETTER TO THE
      EFFECT THAT (i) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO
      THE
      EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), A PLAN OR
      ARRANGEMENT SUBJECT TO SECTION 4975 OF THE CODE, OR A PERSON ACTING ON BEHALF
      OF
      OR INVESTING THE ASSETS OF SUCH A BENEFIT PLAN OR ARRANGEMENT TO EFFECT THE
      TRANSFER, OR (ii) IF SUCH CERTIFICATE HAS BEEN THE SUBJECT OF AN
      ERISA-QUALIFYING UNDERWRITING AND THE TRANSFEREE IS AN INSURANCE COMPANY, A
      REPRESENTATION THAT THE TRANSFEREE IS PURCHASING SUCH CERTIFICATE WITH FUNDS
      CONTAINED IN AN  “INSURANCE COMPANY GENERAL ACCOUNT" AS SUCH TERM IS
      DEFINED IN SECTION V(e) OF PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”)
      95-60, AND THE PURCHASE AND HOLDING OF THE CERTIFICATE SATISFY THE REQUIREMENTS
      FOR EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF PTCE 95-60, OR (B) AN OPINION
      OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO
      HEREIN.  NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY
      PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT
      PLAN SUBJECT TO ERISA OR A PLAN 

     

     

    
      
        
        

      

      
        C-2-1

        
          

        

      

      
        
        

      

    

     

    OR
      ARRANGEMENT SUBJECT TO SECTION 4975 OF THE CODE WITHOUT THE OPINION OF COUNSEL
      SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO
      EFFECT.

     

    


    
      
        
        

      

      
        C-2-2

        
          

        

      

      
        
        

      

    

     

    
      	
              Certificate
                No.

            	
              :

            	 
	 	 	 
	
              Cut-off
                Date

            	
              :

            	 
	 	 	 
	
              First
                Distribution Date

            	
              :

            	 
	 	 	 
	
              Initial
                Certificate Balance

              of
                this Certificate 

              (“Denomination”)

            	
               

               

              :

            	
              $

            
	 	 	 
	
              Initial
                Certificate Balance

              of
                all Certificates of

              this
                Class

            	
               

               

              :

            	
              $

            
	 	 	 
	
              CUSIP

            	
              :

            	 
	 	 	 
	
              ISIN

            	
              :

            	 
	 	 	 
	
              Interest
                Rate

            	
              :

            	 
	 	 	 
	
              Maturity
                Date

            	
              :

            	 


    

    


     

    CWALT,
      INC.

    Alternative
      Loan Trust 200____-____

    Mortgage
      Pass-Through Certificates, Series 200____-____

     

    evidencing
      a percentage interest in the distributions allocable to the Class P Certificates
      with respect to a Trust Fund consisting primarily of a pool of conventional
      mortgage loans (the “Mortgage Loans”) secured by first and second liens on one-
      to four-family residential properties

     

    CWALT,
      Inc., as Depositor

     

    This
      Certificate does not evidence an obligation of, or an interest in, and is not
      guaranteed by the Depositor, the Master Servicer or the Trustee referred to
      below or any of their respective affiliates.  Neither this Certificate
      nor the Mortgage Loans are guaranteed or insured by any governmental agency
      or
      instrumentality.

     

    This
      certifies that __________________ is the registered owner of the Percentage
      Interest evidenced by this Certificate (obtained by dividing the denomination
      of
      this Certificate by the aggregate Initial Notional Amount of all Certificates
      of
      the Class to which this Certificate belongs) in certain monthly distributions
      with respect to a Trust Fund consisting primarily of the Mortgage Loans
      deposited by CWALT, Inc. (the “Depositor”).  The Trust Fund was
      created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off
      Date specified above (the “Agreement”) among the Depositor, Countrywide Home
      Loans, Inc., as a seller (“CHL”), Park 

     

     

    
      
        
        

      

      
        C-2-3

        
          

        

      

      
        
        

      

    

     

    Granada
      LLC, as a seller (“Park Granada”), Park Monaco, Inc., as a seller (“Park
      Monaco”), and Park Sienna LLC, as a seller (“Park Sienna” and, together with
      CHL, Park Granada and Park Monaco, the “Sellers”), Countrywide Home Loans
      Servicing LP, as master servicer (the “Master Servicer”), and The Bank of New
      York, as trustee (the “Trustee”).  To the extent not defined herein,
      the capitalized terms used herein have the meanings assigned in the
      Agreement.  This Certificate is issued under and is subject to the
      terms, provisions and conditions of the Agreement, to which Agreement the Holder
      of this Certificate by virtue of the acceptance hereof assents and by which
      such
      Holder is bound.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, the Business Day
      immediately following (the “Distribution Date”), commencing on the first
      Distribution Date specified above, to the Person in whose name this Certificate
      is registered at the close of business on the applicable Record Date in an
      amount equal to the product of the Percentage Interest evidenced by this
      Certificate and the amount required to be distributed to Holders of Class P
      Certificates on such Distribution Date pursuant to Section 4.02 of the
      Agreement.  The Record Date applicable to each Distribution Date is
      the last Business Day of the month immediately preceding such Distribution
      Date.

     

    Distributions
      on this Certificate shall be made by wire transfer of immediately available
      funds to the account of the Holder hereof at a bank or other entity having
      appropriate facilities therefor, if such Certificateholder shall have so
      notified the Trustee in writing at least five Business Days prior to the related
      Record Date and such Certificateholder shall hold 100% of a Class of Regular
      Certificates or of Certificates with an aggregate Initial Certificate Balance
      of
      $1,000,000 or more, or, if not, by check mailed by first class mail to the
      address of such Certificateholder appearing in the Certificate
      Register.  The final distribution on each Certificate will be made in
      like manner, but only upon presentment and surrender of such Certificate at
      the
      Corporate Trust Office or such other location specified in the notice to
      Certificateholders of such final distribution.

     

    No
      transfer of a Class P Certificate shall be made unless such transfer is made
      pursuant to an effective registration statement under the Act and any applicable
      state securities laws or is exempt from the registration requirements under
      the
      Act and such laws.  In the event that a transfer is to be made in
      reliance upon an exemption from the Act and such laws, in order to assure
      compliance with the Act and such laws, the Certificateholder desiring to effect
      such transfer and such Certificateholder’s prospective transferee shall each
      certify to the Trustee in writing the facts surrounding the
      transfer.  In the event that such a transfer is to be made within two
      years from the date of the initial issuance of Certificates, there shall also
      be
      delivered (except in the case of a transfer pursuant to Rule 144A of the
      Regulations promulgated pursuant to the Act) to the Trustee an Opinion of
      Counsel that such transfer may be made pursuant to an exemption from the Act
      and
      such state securities laws, which Opinion of Counsel shall not be obtained
      at
      the expense of the Trustee, the Master Servicer or the Depositor.  The
      Holder hereof desiring to effect such transfer shall, and does hereby agree
      to,
      indemnify the Trustee, the 

     

     

    
      
        
        

      

      
        C-2-4

        
          

        

      

      
        
        

      

    

     

    Certificate
      and the Depositor against any liability that may result if the transfer is
      not
      so exempt or is not made in accordance with such federal and state
      laws.

     

    No
      transfer of a Class P Certificate shall be made unless the Trustee shall have
      received either (i) a representation letter from the transferee of a Class
      P
      Certificate, acceptable to and in form and substance satisfactory to the
      Trustee, to the effect that such transferee is not an employee benefit plan
      subject to Section 406 of ERISA or a plan or arrangement subject to Section
      4975
      of the Code, or a person acting on behalf of or investing plan assets of any
      such benefit plan or arrangement, which representation letter shall not be
      an
      expense of the Trustee, the Master Servicer or the Trust Fund, (ii) if such
      Class P Certificate has been the subject of an ERISA-Qualifying Underwriting
      and
      the transferee is an insurance company, a representation that the transferee
      is
      purchasing such Class P Certificate with funds contained in an “insurance
      company general account” (as such term is defined in Section V(e) of Prohibited
      Transaction Class Exemption 95-60 (“PTCE 95-60”)) and that the purchase and
      holding of such Class P Certificate satisfy the requirements for exemptive
      relief under Sections I and III of PTCE 95-60, or (iii) in the case of a Class
      P
      Certificate presented for registration in the name of an employee benefit plan
      subject to ERISA or a plan or arrangement subject to Section 4975 of the Code
      (or comparable provisions of any subsequent enactments), a trustee of any such
      benefit plan or arrangement or any other person acting on behalf of any such
      benefit plan or arrangement, an Opinion of Counsel satisfactory to the Trustee
      to the effect that the purchase and holding of such Certificate will not result
      in a prohibited transaction under Section 406 of ERISA or Section 4975 of the
      Code, and will not subject the Trustee or the Master Servicer to any obligation
      in addition to those undertaken in the Agreement, which Opinion of Counsel
      shall
      not be an expense of the Trustee, the Master Servicer or the Trust
      Fund.  Notwithstanding anything else to the contrary herein, any
      purported transfer of a Class P Certificate to or on behalf of an employee
      benefit plan subject to ERISA or a plan or arrangement subject to Section 4975
      of the Code without the opinion of counsel satisfactory to the Trustee as
      described above shall be void and of no effect.

     

    This
      Class P Certificate may not be pledged or used as collateral for any other
      obligation if it would cause any portion of the Trust Fund to be treated as
      a
      taxable mortgage pool under Section 7701(i) of the Code.

     

    Each
      Holder of this Class P Certificate will be deemed to have agreed to be bound
      by
      the transfer restrictions set forth in the Agreement and all other terms and
      provisions of the Agreement.

     

    This
      Certificate shall not be entitled to any benefit under the Agreement or be
      valid
      for any purpose unless the certificate of authentication hereon has been
      manually executed by an authorized officer of the Trustee.

     

    *            *           *

     

     

    
      
        
        

      

      
        C-2-5

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

     

    Dated:  ____________,
      20__

     

    
      	 	
              THE
                BANK OF NEW YORK,

              as
                Trustee

               

              By
                ______________________

              Name:

              Title:

               

            


    

    


     

    Countersigned:

     

    By
      ___________________________

    Authorized
      Signatory of

    THE
      BANK
      OF NEW YORK,

    as
      Trustee

     

    
      
        
        

      

      
        C-2-6

        
          

        

      

      
        
        

      

    

    EXHIBIT
      C-3

     

    [Reserved]

     

    


    
      
        
        

      

      
        C-3-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      C-4

     

     [FORM
      OF CLASS R-X CERTIFICATE]

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
      TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE WITH
      THE
      PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “ACT”).  ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
      REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
      FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
      PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “ACT”).  ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
      REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
      FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
      PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. NEITHER THIS CERTIFICATE NOR
      ANY
      INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE
      EITHER (A) A REPRESENTATION LETTER TO THE EFFECT THAT (i) SUCH TRANSFEREE IS
      NOT
      AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT
      OF 1974, AS AMENDED (“ERISA”), A PLAN OR ARRANGEMENT SUBJECT TO SECTION 4975 OF
      THE CODE, OR A PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF SUCH A
      BENEFIT PLAN OR ARRANGEMENT TO EFFECT THE TRANSFER, OR (ii) IF SUCH CERTIFICATE
      HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING AND THE TRANSFEREE
      IS
      AN INSURANCE COMPANY, A REPRESENTATION THAT THE TRANSFEREE IS PURCHASING SUCH
      CERTIFICATE WITH FUNDS CONTAINED IN AN  “INSURANCE COMPANY GENERAL
      ACCOUNT" AS SUCH TERM IS DEFINED IN SECTION V(e) OF PROHIBITED TRANSACTION
      CLASS
      EXEMPTION (“PTCE”) 95-60, AND THE PURCHASE AND HOLDING OF THE CERTIFICATE
      SATISFY THE REQUIREMENTS FOR EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF PTCE
      95-60, OR (B) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE
      AGREEMENT REFERRED TO HEREIN.  NOTWITHSTANDING ANYTHING ELSE TO THE
      CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF
      OF
      AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR A PLAN OR ARRANGEMENT SUBJECT
      TO
      SECTION 4975 OF THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE
      TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.

     

    


    
      
        
        

      

      
        C-4-1

        
          

        

      

      
        
        

      

    

     

    
      	
              Certificate
                No.

            	
              :

            	 
	 	 	 
	
              Cut-off
                Date

            	
              :

            	 
	 	 	 
	
              First
                Distribution Date

            	
              :

            	 
	 	 	 
	
              CUSIP

            	
              :

            	 
	 	 	 
	
              ISIN

            	
              :

            	 
	 	 	 
	
              Interest
                Rate

            	
              :

            	
              100%

            
	 	 	 
	
              Maturity
                Date

            	
              :

            	 


    

    CWALT,
      INC.

    Mortgage
      Pass-Through Certificates, Series 200____-____

    Class
      R-X

     

    evidencing
      the distributions allocable to the Class R-X Certificates with respect to a
      Trust Fund consisting primarily of a pool of conventional mortgage loans (the
      “Mortgage Loans”) secured by first liens on one- to four-family residential
      properties

     

    CWALT,
      INC., as Depositor

     

    Principal
      in respect of this Certificate is distributable monthly as set forth
      herein.  Accordingly, the Certificate Balance at any time may be less
      than the Certificate Balance as set forth herein.  This Certificate
      does not evidence an obligation of, or an interest in, and is not guaranteed
      by
      the Depositor, the Sellers, the Master Servicer or the Trustee referred to
      below
      or any of their respective affiliates.  Neither this Certificate nor
      the Mortgage Loans are guaranteed or insured by any governmental agency or
      instrumentality.

     

    This
      certifies that                  is
      the registered owner of
      the Percentage Interest (obtained by dividing the Denomination of this
      Certificate by the aggregate Initial Certificate Balance of all Certificates
      of
      the Class to which this Certificate belongs) in certain monthly distributions
      with respect to a Trust Fund consisting of the Mortgage Loans deposited by
      CWALT, INC. (the “Depositor”).  The Trust Fund was created pursuant to
      a Pooling and Servicing Agreement dated as of the Cut-off Date specified above
      (the “Agreement”) among the Depositor, Countrywide Home Loans, Inc., as a seller
      (a “Seller”), Park Granada LLC, as a seller (a “Seller”), Park Monaco Inc., as a
      seller (a “Seller”), Park Sienna LLC, as a seller (a “Seller”), Countrywide Home
      Loans Servicing LP, as master servicer (the “Master Servicer”) and The Bank of
      New York, as trustee (the “Trustee”).  To the extent not defined
      herein, the capitalized terms used herein have the meanings assigned in the
      Agreement.  This Certificate is issued under and is subject to the
      terms, provisions and conditions of the Agreement, to which Agreement the Holder
      of this Certificate by virtue of the acceptance hereof assents and by which
      such
      Holder is bound.

     

    
      
        
        

      

      
        C-4-2

        
          

        

      

      
        
        

      

    

    No
      transfer of a Certificate of this Class shall be made unless such transfer
      is
      made pursuant to an effective registration statement under the Securities Act
      and any applicable state securities laws or is exempt from the registration
      requirements under said Act and such laws.  In the event that a
      transfer is to be made in reliance upon an exemption from the Securities Act
      and
      such laws, in order to assure compliance with the Securities Act and such laws,
      the Certificateholder desiring to effect such transfer and such
      Certificateholder’s prospective transferee shall each certify to the Trustee in
      writing the facts surrounding the transfer.  In the event that such a
      transfer is to be made within three years from the date of the initial issuance
      of Certificates pursuant hereto, there shall also be delivered (except in the
      case of a transfer pursuant to Rule 144A of the Securities Act) to the Trustee
      an Opinion of Counsel that such transfer may be made pursuant to an exemption
      from the Securities Act and such state securities laws, which Opinion of Counsel
      shall not be obtained at the expense of the Trustee, the Seller, the Master
      Servicer or the Depositor.  The Holder hereof desiring to effect such
      transfer shall, and does hereby agree to, indemnify the Trustee and the
      Depositor against any liability that may result if the transfer is not so exempt
      or is not made in accordance with such federal and state laws.

     

    No
      transfer of a Class R-X Certificate shall be made unless the Trustee shall
      have
      received either (i) a representation letter from the transferee of such
      Certificate, acceptable to and in form and substance satisfactory to the
      Trustee, to the effect that such transferee is not an employee benefit plan
      subject to Section 406 of ERISA or a plan or arrangement subject to Section
      4975
      of the Code, or a person acting on behalf of or investing plan assets of any
      such benefit plan or arrangement, which representation letter shall not be
      an
      expense of the Trustee, the Master Servicer or the Trust Fund, (ii) if such
      certificate has been the subject of an ERISA-Qualifying Underwriting and the
      transferee is an insurance company, a representation that the transferee is
      purchasing such Certificate with funds contained in an “insurance company
      general account” (as such term is defined in Section V(e) of Prohibited
      Transaction Class Exemption 95-60 (“PTCE 95-60”)) and that the purchase and
      holding of such Certificate satisfy the requirements for exemptive relief under
      Sections I and III of PTCE 95-60, or (iii) in the case of any such Certificate
      presented for registration in the name of an employee benefit plan subject
      to
      ERISA or a plan or arrangement subject to Section 4975 of the Code (or
      comparable provisions of any subsequent enactments), a trustee of any such
      benefit plan or arrangement or any other person acting on behalf of any such
      benefit plan or arrangement, an Opinion of Counsel satisfactory to the Trustee
      to the effect that the purchase and holding of such Certificate will not result
      in a prohibited transaction under Section 406 of ERISA or Section 4975 of the
      Code, and will not subject the Trustee or the Master Servicer to any obligation
      in addition to those undertaken in the Agreement, which Opinion of Counsel
      shall
      not be an expense of the Trustee, the Master Servicer or the Trust
      Fund.  Notwithstanding anything else to the contrary herein, any
      purported transfer of a Class R-X Certificate to or on behalf of an employee
      benefit plan subject to ERISA or a plan or arrangement subject to Section 4975
      of the Code without the opinion of counsel satisfactory to the Trustee as
      described above shall be void and of no effect.

     

    Each
      Holder of this Class R-X Certificate will be deemed to have agreed to be bound
      by the restrictions of the Agreement, including but not limited to the
      restrictions that (i) each person holding or acquiring any Ownership Interest
      in
      this Class R-X Certificate must be a Permitted Transferee, (ii) no Ownership
      Interest in this Class R-X Certificate may be transferred without delivery
      to
      the Trustee of (a) a transfer affidavit of the proposed transferee and (b)
      a
      transfer certificate of the transferor, each of such documents to be in the
      form
      described in the Agreement, (iii) each person holding or acquiring any Ownership
      Interest in this Class R-X Certificate must agree to require a transfer
      affidavit and to deliver a transfer certificate to the Trustee as required
      pursuant to the Agreement, (iv) each person holding or acquiring an Ownership
      Interest in this Class R-X Certificate must agree not to transfer an Ownership
      Interest in this Class R-X Certificate if it has actual knowledge that the
      proposed transferee is not a 

     

     

    
      
        
        

      

      
        C-4-3

        
          

        

      

      
        
        

      

    

    Permitted
      Transferee and (v) any attempted or purported transfer of any Ownership Interest
      in this Class R-X Certificate in violation of such restrictions will be
      absolutely null and void and will vest no rights in the purported
      transferee.

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which further provisions shall for all purposes have the same
      effect as if set forth at this place.

     

    This
      Certificate shall not be entitled to any benefit under the Agreement or be
      valid
      for any purpose unless manually countersigned by an authorized signatory of
      the
      Trustee.

     

    *               *              *

     

     

    
      
        
        

      

      
        C-4-4

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

     

    Dated:  ____________,
      20__

     

    
      	 	
              THE
                BANK OF NEW YORK,

              as
                Trustee

               

               

              By
                ______________________

               

            


    

    Countersigned:

     

    By                                                                                
      

    Authorized
      Signatory of

    THE
      BANK
      OF NEW YORK,

    as
      Trustee

    


    


    
      
        
        

      

      
        C-4-5

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      D

     

    [FORM
      OF
      NOTIONAL AMOUNT CERTIFICATE]

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    THIS
      CERTIFICATE HAS NO PRINCIPAL BALANCE AND IS NOT ENTITLED TO ANY DISTRIBUTION
      IN
      RESPECT OF PRINCIPAL.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    [UNTIL
      THIS CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING,
      NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS
      THE
      TRANSFEREE DELIVERS TO THE TRUSTEE EITHER (A) A REPRESENTATION LETTER TO THE
      EFFECT THAT SUCH TRANSFEREE IS NOT, AND IS NOT INVESTING ASSETS OF, AN EMPLOYEE
      BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED (“ERISA”), OR A PLAN OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE CODE,
      OR (B) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT
      REFERRED TO HEREIN.  SUCH REPRESENTATION SHALL BE DEEMED TO HAVE BEEN
      MADE TO THE TRUSTEE BY THE TRANSFEREE’S ACCEPTANCE OF A CERTIFICATE OF THIS
      CLASS AND BY A BENEFICIAL OWNER’S ACCEPTANCE OF ITS INTEREST IN A CERTIFICATE OF
      THIS CLASS. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, UNTIL THIS
      CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, ANY
      PURPORTED TRANSFER OF THIS CERTIFICATE TO, OR A PERSON INVESTING ASSETS OF,
      AN
      EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR A PLAN OR ARRANGEMENT SUBJECT TO
      SECTION 4975 OF THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE
      TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.]

     

    


    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    

     

    
      	
              Certificate
                No.

            	
              :

            	 
	 	 	 
	
              Cut-off
                Date

            	
              :

            	 
	 	 	 
	
              First
                Distribution Date

            	
              :

            	 
	 	 	 
	
              Initial
                Notional Amount 

              of
                this Certificate 

              (“Denomination”)

            	
               

               

              :
                

            	
               

               

              $

            
	 	 	 
	
              Initial
                Notional Amount 

              of
                all Certificates 

              of
                this Class

            	
               

               

              :
                

            	
               

               

              $

            
	 	 	 
	
              CUSIP

            	
              :

            	 
	 	 	 
	
              Interest
                Rate

            	
              :

            	
              Interest
                Only

            
	 	 	 


    

    CWALT,
      INC.

    Mortgage
      Pass-Through Certificates, Series 200____-____

    Class
      [  ]

     

    evidencing
      a percentage interest in the distributions allocable to the Certificates of
      the
      above-referenced Class with respect to a Trust Fund consisting primarily of
      a
      pool of conventional mortgage loans (the “Mortgage Loans”) secured by first
      liens on one- to four-family residential properties

     

    CWALT,
      Inc., as Depositor

     

    The
      Notional Amount of this certificate at any time, may be less than the Notional
      Amount as set forth herein.  This Certificate does not evidence an
      obligation of, or an interest in, and is not guaranteed by the Depositor, the
      Sellers, the Master Servicer or the Trustee referred to below or any of their
      respective affiliates.  Neither this Certificate nor the Mortgage
      Loans are guaranteed or insured by any governmental agency or
      instrumentality.

     

    This
      certifies that
                                
      is the registered owner of the Percentage Interest evidenced by this Certificate
      (obtained by dividing the denomination of this Certificate by the aggregate
      Initial Notional Amount of all Certificates of the Class to which this
      Certificate belongs) in certain monthly distributions with respect to a Trust
      Fund consisting primarily of the Mortgage Loans deposited by CWALT, Inc. (the
      “Depositor”).  The Trust Fund was created 

     

    
      
        
        

      

      
        D-2

        
          

        

      

      
        
        

      

    

     

    pursuant
      to a Pooling and Servicing Agreement dated as of the Cut-off Date specified
      above (the “Agreement”) among the Depositor, Countrywide Home Loans, Inc., as a
      seller (“CHL”), Park Granada LLC, as a seller (“Park Granada”), Park Monaco,
      Inc., as a seller (“Park Monaco”), and Park Sienna LLC, as a seller (“Park
      Sienna” and, together with CHL, Park Granada and Park Monaco, the “Sellers”),
      Countrywide Home Loans Servicing LP, as master servicer (the “Master
      Servicer”), and The Bank of New York, as trustee (the
“Trustee”).  To the extent not defined herein, the capitalized terms
      used herein have the meanings assigned in the Agreement.  This
      Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    [Until
      this certificate has been the subject of an ERISA-Qualifying Underwriting,
      no
      transfer of a Certificate of this Class shall be made unless the Trustee shall
      have received either (i) a representation letter from the transferee of such
      Certificate, acceptable to and in form and substance satisfactory to the
      Trustee, to the effect that such transferee is not an employee benefit plan
      subject to Section 406 of ERISA or a plan or arrangement subject to Section
      4975
      of the Code, or a person acting on behalf of or investing plan assets of any
      such benefit plan or arrangement, which representation letter shall not be
      an
      expense of the Trustee, the Master Servicer or the Trust Fund, or (ii) in the
      case of any such Certificate presented for registration in the name of an
      employee benefit plan subject to ERISA or a plan or arrangement subject to
      Section 4975 of the Code (or comparable provisions of any subsequent
      enactments), a trustee of any such benefit plan or arrangement or any other
      person acting on behalf of any such benefit plan or arrangement, an Opinion
      of
      Counsel satisfactory to the Trustee to the effect that the purchase and holding
      of such Certificate will not result in a non-exempt prohibited transaction
      under
      Section 406 of ERISA or Section 4975 of the Code, and will not subject the
      Trustee or the Master Servicer to any obligation in addition to those undertaken
      in the Agreement, which Opinion of Counsel shall not be an expense of the
      Trustee, the Master Servicer or the Trust Fund.  When the transferee
      delivers the Opinion of Counsel described above, such representation shall
      be
      deemed to have been made to the Trustee by the Transferee’s acceptance of a
      Certificate of this Class and by a beneficial owner’s acceptance of its interest
      in a Certificate of this Class.  Notwithstanding anything else to the
      contrary herein, until such certificate has been the subject of an
      ERISA-Qualifying Underwriting, any purported transfer of a Certificate of this
      Class to, or a person investing assets of, an employee benefit plan subject
      to
      ERISA or a plan or arrangement subject to Section 4975 of the Code without
      the
      opinion of counsel satisfactory to the Trustee as described above shall be
      void
      and of no effect.]

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which further provisions shall for all purposes have the same
      effect as if set forth at this place.

     

    This
      Certificate shall not be entitled to any benefit under the Agreement or be
      valid
      for any purpose unless manually countersigned by an authorized signatory of
      the
      Trustee.

     

    *       *       *

     

    
      
        
        

      

      
        D-3

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

     

    Dated:  ____________,
      20__

     

    
      	 	
              THE
                BANK OF NEW YORK,

              as
                Trustee

               

               

               

              By
                ______________________

               

            


    

    Countersigned:

     

    By                                                                         
            

    Authorized
      Signatory of

    THE
      BANK
      OF NEW YORK,

    as
      Trustee

     

     

    
      
        
        

      

      
        D-4

        
          

        

      

      
        
        

      

    

    EXHIBIT
      E

     

    [FORM
      OF]
      REVERSE OF CERTIFICATES

     

    CWALT,
      INC.

    Mortgage
      Pass-Through Certificates

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      CWALT, Inc. Mortgage Pass-Through Certificates, of the Series specified on
      the
      face hereof (herein collectively called the “Certificates”), and representing a
      beneficial ownership interest in the Trust Fund created by the
      Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Distribution Account for payment
      hereunder and that the Trustee is not liable to the Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such day is not a Business Day, the Business Day immediately
      following (the “Distribution Date”), commencing on the first Distribution Date
      specified on the face hereof, to the Person in whose name this Certificate
      is
      registered at the close of business on the applicable Record Date in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to Holders of Certificates of the
      Class to which this Certificate belongs on such Distribution Date pursuant
      to
      the Agreement.  The Record Date applicable to each Distribution Date
      is the last Business Day of the month next preceding the month of such
      Distribution Date.

     

    Distributions
      on this Certificate shall be made by wire transfer of immediately available
      funds to the account of the Holder hereof at a bank or other entity having
      appropriate facilities therefor, if such Certificateholder shall have so
      notified the Trustee in writing at least five Business Days prior to the related
      Record Date and such Certificateholder shall satisfy the conditions to receive
      such form of payment set forth in the Agreement, or, if not, by check mailed
      by
      first class mail to the address of such Certificateholder appearing in the
      Certificate Register.  The final distribution on each Certificate will
      be made in like manner, but only upon presentment and surrender of such
      Certificate at the Corporate Trust Office or such other location specified
      in
      the notice to Certificateholders of such final distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Master Servicer and the 

     

     

    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

    

     

    Trustee
      with the consent of the Holders of Certificates affected by such amendment
      evidencing the requisite Percentage Interest, as provided in the
      Agreement.  Any such consent by the Holder of this Certificate shall
      be conclusive and binding on such Holder and upon all future Holders of this
      Certificate and of any Certificate issued upon the transfer hereof or in
      exchange therefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate.  The Agreement also permits the amendment
      thereof, in certain limited circumstances, without the consent of the Holders
      of
      any of the Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Trustee upon surrender of this Certificate for registration of transfer
      at
      the Corporate Trust Office or the office or agency maintained by the Trustee
      in
      New York, New York, accompanied by a written instrument of transfer in form
      satisfactory to the Trustee and the Certificate Registrar duly executed by
      the
      holder hereof or such holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations and evidencing the same aggregate Percentage Interest in the
      Trust
      Fund will be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement.  As provided in the
      Agreement and subject to certain limitations therein set forth, Certificates
      are
      exchangeable for new Certificates of the same Class in authorized denominations
      and evidencing the same aggregate Percentage Interest, as requested by the
      Holder surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.

     

    The
      Depositor, the Master Servicer, the Sellers and the Trustee and any agent of
      the
      Depositor or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and neither the Depositor,
      the
      Trustee, nor any such agent shall be affected by any notice to the
      contrary.

     

    On
      any
      Distribution Date on which the Pool Stated Principal Balance is less than or
      equal to 10% of the Cut-off Date Pool Principal Balance,
      the Master Servicer will have the option, subject to the limitations set forth
      in the Agreement, to repurchase, in whole, from the Trust Fund all remaining
      Mortgage Loans and all property acquired in respect of the Mortgage Loans at
      a
      purchase price determined as provided in the Agreement.  In the event
      that no such optional termination occurs, the obligations and responsibilities
      created by the Agreement will terminate upon the later of the maturity or other
      liquidation (or any advance with respect thereto) of the last Mortgage Loan
      remaining in the Trust Fund or the disposition of all property in respect
      thereof and the distribution to Certificateholders of all amounts required
      to be
      distributed pursuant to the Agreement.  In no event, however, will the
      trust created by the Agreement continue beyond the 

     

    
      
        
        

      

      
        E-2

        
          

        

      

      
        
        

      

    

     

    expiration
      of 21 years from the death of the last survivor of the descendants living at
      the
      date of the Agreement of a certain person named in the Agreement.

     

    Any
      term
      used herein that is defined in the Agreement shall have the meaning assigned
      in
      the Agreement, and nothing herein shall be deemed inconsistent with that
      meaning.

     

    
      
        
        

      

      
        E-3

        
          

        

      

      
        
        

      

    

     

    
      
        


        ASSIGNMENT

         

         

        
          	     FOR
                  VALUE
                  RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                  unto
                  ____________________________________________________________________
	 ____________________________________________________________________________________________________________________________________________
	 ____________________________________________________________________________________________________________________________________________
	
                  (Please
                    print or typewrite name and address including postal zip code
                    of
                    assignee)

                
	 
	
                  the
                    Percentage Interest evidenced by the within Certificate and hereby
                    authorizes the transfer of registration of such Percentage Interest
                    to
                    assignee on the Certificate 

                  Register
                    of the Trust Fund.

                   

                
	
                       I
                    (We)
                    further direct the Trustee to issue a new Certificate of a like
                    denomination and Class, to the above named assignee and deliver
                    such
                    Certificate to the 

                  following
                    address:

                
	
                   

                


        

        
           

          
            
              	  	 
	 	 
	 Dated:	 


            

          

           

           

        

        
          
            	 	 
	 	 Signature
                    by or on behalf of assignor
	 	 


          

        

         

         

        DISTRIBUTION
          INSTRUCTIONS

         

         

        
          	     The
                  assignee should include the following for purposes of
                  distribution:
	 
	     Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  funds to,
                  _________________________________________________________________
	 ____________________________________________________________________________________________________________________________________________
	
                  ____________________________________________________________________________________________________________________________________________,

                
	
                  for
                    the account
                    of ______________________________________________________________________________________________________________________________,

                
	
                  account
                    number                                                        
                    , or, if mailed by check,
                    to ___________________________________________________________________________________.

                
	Applicable
                  statements should be mailed
                  to ___________________________________________________________________________________________________________,
	 ____________________________________________________________________________________________________________________________________________
	 ____________________________________________________________________________________________________________________________________________.
	
                   

                      This
                    information is provided
                    by ______________________________________________________________________________________________________________,

                
	the
                  assignee named above,
                  or _____________________________________________________________________________________________________________________,
	 
	
                      as
                    its
                    agent.

                


        

         

      

    

     

    
      
        
        

      

      
        E-4

        
          

        

      

      
        
        

      

    

    
       

      
        	
                STATE
                  OF

              	
                )

              
	 	
                )
                  ss.:

              
	
                COUNTY
                  OF

              	
                )

              


      

    

     

    On
      the
      _____day of ___________________, 20__ before me, a notary public in and for
      said
      State, personally appeared _____________________________________, known
      to me who, being by me duly sworn, did depose and say that he executed the
      foregoing instrument.

     

    
      	 	
               

              _____________________________________________

              Notary
                Public

               

            


    

    


     [Notarial
      Seal]

     

    
      
        
        

      

      
        E-5

        
          

        

      

      
        
        

      

    

    EXHIBIT
      F-1

     

    [FORM
      OF]
      INITIAL CERTIFICATION OF TRUSTEE

    (INITIAL
      MORTGAGE LOANS)

     

    [date]

     

    [Depositor]

     

    [Master
      Servicer]

     

    [Countrywide]

     

    ___________________

    ___________________


    


     

    
      	
               

            	
              Re:

            	
              Pooling
                and Servicing Agreement among CWALT, Inc., as Depositor, Countrywide
                Home
                Loans, Inc. (“Countrywide”), as a Seller, Park Granada LLC, as a Seller,
                Park Monaco, Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide
                Home Loans Servicing LP, as Master Servicer, and The Bank of New York,
                as Trustee, Mortgage Pass-Through Certificates, Series
                200_-_

            


    

    Gentlemen:

     

    In
      accordance with Section 2.02 of the above-captioned Pooling and Servicing
      Agreement (the “Pooling and Servicing Agreement”), the undersigned, as Trustee,
      hereby certifies that, as to each Initial Mortgage Loan listed in the Mortgage
      Loan Schedule (other than any Initial Mortgage Loan paid in full or listed
      on
      the attached schedule) it has received:

     

    (i)  (a)
      the original Mortgage Note endorsed in the following form:  “Pay to
      the order of __________, without recourse” or (b) with respect to any Lost
      Mortgage Note, a lost note affidavit from Countrywide stating that the original
      Mortgage Note was lost or destroyed; and

     

    (ii)  a
      duly executed assignment of the Mortgage (which may be included in a blanket
      assignment or assignments).

     

    Based
      on
      its review and examination and only as to the foregoing documents, such
      documents appear regular on their face and related to such Mortgage
      Loan.

     

    The
      Trustee has made no independent examination of any documents contained in each
      Mortgage File beyond the review specifically required in the Pooling and
      Servicing Agreement.  

     

    
      
        
        

      

      
        F-1-1

        
          

        

      

      
        
        

      

    

     

    The
      Trustee makes no representations as to:  (i) the validity, legality,
      sufficiency, enforceability or genuineness of any of the documents contained
      in
      each Mortgage File of any of the Initial Mortgage Loans identified on the
      Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness
      or suitability of any such Initial Mortgage Loan.

     

    
      
        
        

      

      
        F-1-2

        
          

        

      

      
        
        

      

    

    Capitalized
      words and phrases used herein shall have the respective meanings assigned to
      them in the Pooling and Servicing Agreement.

     

    
      	 	
              THE
                BANK OF NEW YORK,

                  as
                Trustee

               

               

              By:                                                                     

              Name:

              Title:

               

            


    

     

    
      
        
        

      

      
        F-1-3

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      F-2

     

    [Reserved]

     

    
      
        
        

      

      
        F-2--1

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      G-1

     

    [FORM
      OF]
      DELAY DELIVERY CERTIFICATION

    (INITIAL
      MORTGAGE LOANS)

     

    [date]

     

    [Depositor]

     

    [Master
      Servicer]

     

    [Countrywide]

     

    _____________________

     

    _____________________

     

    
      	
               

            	
              Re:

            	
              Pooling
                and Servicing Agreement among CWALT, Inc., as Depositor, Countrywide
                Home
                Loans, Inc. (“Countrywide”), as a Seller, Park Granada LLC, as a Seller,
                Park Monaco, Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide
                Home Loans Servicing LP, as Master Servicer, and The Bank of New York,
                as Trustee, Mortgage Pass-Through Certificates, Series
                200_-_

            


    

    


    Gentlemen:

     

    Reference
      is made to the Initial Certification of Trustee relating to the above-referenced
      series, with the schedule of exceptions attached thereto (the “Schedule A”),
      delivered by the undersigned, as Trustee, on the Closing Date in accordance
      with
      Section 2.02 of the above-captioned Pooling and Servicing Agreement (the
“Pooling and Servicing Agreement”).  The undersigned hereby certifies
      that, as to each Delay Delivery Initial Mortgage Loan listed on Schedule A
      attached hereto (other than any Initial Mortgage Loan paid in full or listed
      on
      Schedule B attached hereto) it has received:

     

    
      	
              (i)  

            	
              the
                original Mortgage Note, endorsed by Countrywide or the originator
                of such
                Mortgage Loan, without recourse in the following form:  “Pay to
                the order of _______________ without recourse”, with all intervening
                endorsements that show a complete chain of endorsement from the originator
                to Countrywide, or, if the original Mortgage Note has been lost or
                destroyed and not replaced, an original lost note affidavit from
                Countrywide, stating that the original Mortgage Note was lost or
                destroyed, together with a copy of the related Mortgage
                Note;

            


    

     

    
      	
              (ii)  

            	
              in
                the case of each Initial Mortgage Loan that is not a MERS Mortgage
                Loan,
                the original recorded Mortgage, [and in the case of each Initial
                Mortgage
                Loan that is a MERS Mortgage Loan, the original Mortgage, noting
                thereon
                the presence of 

            


    

     

     

    
      
        
        

      

      
        G-1-1

        
          

        

      

      
        
        

      

    

    
       

      
        	
                 

              	
                the
                  MIN of the Initial Mortgage Loan and language indicating that the
                  Initial
                  Mortgage Loan is a MOM Loan if the Initial Mortgage Loan is a MOM
                  Loan,
                  with evidence of recording indicated thereon, or a copy of the
                  Mortgage
                  certified by the public recording office in which such Mortgage
                  has been
                  recorded];

              


      

       

    

    
      	
              (iii)  

            	
              in
                the case of each Initial Mortgage Loan that is not a MERS Mortgage
                Loan, a
                duly executed assignment of the Mortgage to “The Bank of New York, as
                trustee under the Pooling and Servicing Agreement dated as of [month]
                1,
                2004, without recourse”, or, in the case of each Initial Mortgage Loan
                with respect to property located in the State of California that
                is not a
                MERS Mortgage Loan, a duly executed assignment of the Mortgage in
                blank
                (each such assignment, when duly and validly completed, to be in
                recordable form and sufficient to effect the assignment of and transfer
                to
                the assignee thereof, under the Mortgage to which such assignment
                relates);

            


    

     

    
      	
              (iv)  

            	
              the
                original recorded assignment or assignments of the Mortgage together
                with
                all interim recorded assignments of such Mortgage [(noting the presence
                of
                a MIN in the case of each MERS Mortgage
                Loan)];

            


    

     

    
      	
              (v)  

            	
              the
                original or copies of each assumption, modification, written assurance
                or
                substitution agreement, if any, with evidence of recording thereon
                if
                recordation thereof is permissible under applicable law;
                and

            


    

     

    
      	
              (vi)  

            	
              the
                original or duplicate original lender’s title policy or a printout of the
                electronic equivalent and all riders thereto or, in the event such
                original title policy has not been received from the insurer, any
                one of
                an original title binder, an original preliminary title report or
                an
                original title commitment, or a copy thereof certified by the title
                company, with the original policy of title insurance to be delivered
                within one year of the Closing
                Date.

            


    

     

    In
      the
      event that in connection with any Mortgage Loan that is not a MERS Mortgage
      Loan
      Countrywide cannot deliver the original recorded Mortgage or all interim
      recorded assignments of the Mortgage satisfying the requirements of clause
      (ii),
      (iii) or (iv), as applicable, the Trustee has received, in lieu thereof, a
      true
      and complete copy of such Mortgage and/or such assignment or assignments of
      the
      Mortgage, as applicable, each certified by Countrywide, the applicable title
      company, escrow agent or attorney, or the originator of such Initial Mortgage
      Loan, as the case may be, to be a true and complete copy of the original
      Mortgage or assignment of Mortgage submitted for recording.

     

    Based
      on
      its review and examination and only as to the foregoing documents, (i) such
      documents appear regular on their face and related to such Initial Mortgage
      Loan, and (ii) the information set forth in items (i), (iv), (v), (vi),
      (viii), (xi) and (xiv) of the definition of the “Mortgage Loan Schedule” in
      Article I of the Pooling and Servicing Agreement accurately reflects information
      set forth in the Mortgage File.

     

    The
      Trustee has made no independent examination of any documents contained in each
      Mortgage File beyond the review specifically required in the above-referenced
      Pooling and 

     

     

    
      
        
        

      

      
        G-1-2

        
          

        

      

      
        
        

      

    

     

    Servicing
      Agreement.  The Trustee makes no representations as
      to:  (i) the validity, legality, sufficiency, enforceability or
      genuineness of any of the documents contained in each Mortgage File of any
      of
      the Initial Mortgage Loans identified on the [Mortgage Loan Schedule][Loan
      Number and Borrower Identification Mortgage Loan Schedule] or (ii) the
      collectibility, insurability, effectiveness or suitability of any such Mortgage
      Loan.

     

    
      
        
        

      

      
        G-1-3

        
          

        

      

      
        
        

      

    

    Capitalized
      words and phrases used herein shall have the respective meanings assigned to
      them in the Pooling and Servicing Agreement.

     

    
      	 	
              THE
                BANK OF NEW YORK,

                  as
                Trustee

               

               

              By:                                                                     

              Name:

              Title:

               

            


    

     

     

    
      
        
        

      

      
        G-1-4

        
          

        

      

      
        
        

      

    

    EXHIBIT
      G-2

     

    [Reserved]

     

    


    
      
        
        

      

      
        G-2-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      H-1

     

    [FORM
      OF]
      FINAL CERTIFICATION OF TRUSTEE

    (INITIAL
      MORTGAGE LOANS)

     

    [date]

     

    [Depositor]

     

    [Master
      Servicer]

     

    [Countrywide]

     

    _____________________

    _____________________

                                           


                                           


     

    
      	
               

            	
              Re:

            	
              Pooling
                and Servicing Agreement among CWALT, Inc., as Depositor, Countrywide
                Home
                Loans, Inc. (“Countrywide”), as a Seller, Park Granada LLC, as a Seller,
                Park Monaco, Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide
                Home Loans Servicing LP, as Master Servicer, and The Bank of New York,
                as Trustee, Mortgage Pass-Through Certificates, Series
                200_-_

            


    

     

    Gentlemen:

     

    In
      accordance with Section 2.02 of the above-captioned Pooling and Servicing
      Agreement (the “Pooling and Servicing Agreement”), the undersigned, as Trustee,
      hereby certifies that as to each Initial Mortgage Loan listed in the Mortgage
      Loan Schedule (other than any Initial Mortgage Loan paid in full or listed
      on
      the attached Document Exception Report) it has received:

     

    
      	
              (i)  

            	
              the
                original Mortgage Note, endorsed by Countrywide or the originator
                of such
                Mortgage Loan, without recourse in the following form:  “Pay to
                the order of _______________ without recourse”, with all intervening
                endorsements that show a complete chain of endorsement from the originator
                to Countrywide, or, if the original Mortgage Note has been lost or
                destroyed and not replaced, an original lost note affidavit from
                Countrywide, stating that the original Mortgage Note was lost or
                destroyed, together with a copy of the related Mortgage
                Note;

            


    

     

    
      	
              (ii)  

            	
              in
                the case of each Initial Mortgage Loan that is not a MERS Mortgage
                Loan,
                the original recorded Mortgage, [and in the case of each Initial
                Mortgage
                Loan that is 

               

            


    

     

    
      
        
        

      

      
        H-1-1

        
          

        

      

      
        
        

      

    

    
       

      
        	
                  

              	
                a
                  MERS Mortgage Loan, the original Mortgage, noting thereon 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, with evidence
                  of
                  recording indicated thereon, or a copy of the Mortgage certified
                  by the
                  public recording office in which such Mortgage has been
                  recorded];

              


      

       

    

    
      	
              (iii)  

            	
              in
                the case of each Initial Mortgage Loan that is not a MERS Mortgage
                Loan, a
                duly executed assignment of the Mortgage to “The Bank of New York, as
                trustee under the Pooling and Servicing Agreement dated as of [month]
                1,
                2004, without recourse”, or, in the case of each Initial Mortgage Loan
                with respect to property located in the State of California that
                is not a
                MERS Mortgage Loan, a duly executed assignment of the Mortgage in
                blank
                (each such assignment, when duly and validly completed, to be in
                recordable form and sufficient to effect the assignment of and transfer
                to
                the assignee thereof, under the Mortgage to which such assignment
                relates);

            


    

     

    
      	
              (iv)  

            	
              the
                original recorded assignment or assignments of the Mortgage together
                with
                all interim recorded assignments of such Mortgage [(noting the presence
                of
                a MIN in the case of each Initial Mortgage Loan that is a MERS Mortgage
                Loan)];

            


    

     

    
      	
              (v)  

            	
              the
                original or copies of each assumption, modification, written assurance
                or
                substitution agreement, if any, with evidence of recording thereon
                if
                recordation thereof is permissible under applicable law;
                and

            


    

     

    
      	
              (vi)  

            	
              the
                original or duplicate original lender’s title policy or a printout of the
                electronic equivalent and all riders thereto or, in the event such
                original title policy has not been received from the insurer, any
                one of
                an original title binder, an original preliminary title report or
                an
                original title commitment, or a copy thereof certified by the title
                company, with the original policy of title insurance to be delivered
                within one year of the Closing
                Date.

            


    

     

    In
      the
      event that in connection with any Initial Mortgage Loan that is not a MERS
      Mortgage Loan Countrywide cannot deliver the original recorded Mortgage or
      all
      interim recorded assignments of the Mortgage satisfying the requirements of
      clause (ii), (iii) or (iv), as applicable, the Trustee has received, in lieu
      thereof, a true and complete copy of such Mortgage and/or such assignment or
      assignments of the Mortgage, as applicable, each certified by Countrywide,
      the
      applicable title company, escrow agent or attorney, or the originator of such
      Initial Mortgage Loan, as the case may be, to be a true and complete copy of
      the
      original Mortgage or assignment of Mortgage submitted for
      recording.

     

    Based
      on
      its review and examination and only as to the foregoing documents, (i) such
      documents appear regular on their face and related to such Initial Mortgage
      Loan, and (ii) the information set forth in items (i), (iv), (v), (vi),
      (viii), (xi) and (xiv) of the definition of the 

     

     

    
      
        
        

      

      
        H-1-2

        
          

        

      

      
        
        

      

    

     

    “Mortgage
      Loan Schedule” in Article I of the Pooling and Servicing Agreement accurately
      reflects information set forth in the Mortgage File.

     

    The
      Trustee has made no independent examination of any documents contained in each
      Mortgage File beyond the review specifically required in the above-referenced
      Pooling and Servicing Agreement.  The Trustee makes no representations
      as to:  (i) the validity, legality, sufficiency, enforceability
      or genuineness of any of the documents contained in each Mortgage File of any
      of
      the Initial Mortgage Loans identified on the [Mortgage Loan Schedule][Loan
      Number and Borrower Identification Mortgage Loan Schedule] or (ii) the
      collectibility, insurability, effectiveness or suitability of any such Initial
      Mortgage Loan.

     

    
      
        
        

      

      
        H-1-3

        
          

        

      

      
        
        

      

    

    Capitalized
      words and phrases used herein shall have the respective meanings assigned to
      them in the Pooling and Servicing Agreement.

     

    
      	 	
              THE
                BANK OF NEW YORK,

                  as
                Trustee

               

               

              By:                                                                     

              Name:

              Title:

               

            


    

     

     

     

    
      
        
        

      

      
        H-1-4

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      H-2

     

    [Reserved]

     

    
      
        
        

      

      
        H-2-1

        
          

        

      

      
        
        

      

    

    EXHIBIT
      I

     

    [FORM
      OF]
      TRANSFER AFFIDAVIT

     

    CWALT,
      Inc.

    Mortgage
      Pass-Through Certificates

    Series
      200_-_

     

    
      	
              STATE
                OF

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF

            	
              )

            


    

    The
      undersigned, being first duly sworn, deposes and says as follows:

     

    1.           The
      undersigned is an officer of
                          ,
      the proposed Transferee of an Ownership Interest in a Class A-R Certificate
      (the
“Certificate”) issued pursuant to the Pooling and Servicing Agreement, dated as
      of _________ __, 2___ (the “Agreement”), by and among CWALT, Inc., as depositor
      (the “Depositor”), Countrywide Home Loans, Inc. (the “Company”), as a Seller,
      Park Granada LLC, as a Seller, Park Monaco, Inc., as a Seller, Park Sienna
      LLC,
      as a Seller (and together with the Company, Park Granada and Park Monaco, the
      “Sellers”), Countrywide Home Loans Servicing LP, as Master Servicer and The Bank
      of New York, as Trustee.  Capitalized terms used, but not defined
      herein or in Exhibit 1 hereto, shall have the meanings ascribed to such terms
      in
      the Agreement.  The Transferee has authorized the undersigned to make
      this affidavit on behalf of the Transferee.

     

    2.           The
      Transferee is not an employee benefit plan that is subject to Title I of ERISA
      or to section 4975 of the Internal Revenue Code of 1986, nor is it acting on
      behalf of or with plan assets of any such plan. The Transferee is, as of the
      date hereof, and will be, as of the date of the Transfer, a Permitted
      Transferee.  The Transferee will endeavor to remain a Permitted
      Transferee for so long as it retains its Ownership Interest in the
      Certificate.  The Transferee is acquiring its Ownership Interest in
      the Certificate for its own account.

     

    3.           The
      Transferee has been advised of, and understands that (i) a tax will be imposed
      on Transfers of the Certificate to Persons that are not Permitted Transferees;
      (ii) such tax will be imposed on the transferor, or, if such Transfer is through
      an agent (which includes a broker, nominee or middleman) for a Person that
      is
      not a Permitted Transferee, on the agent; and (iii) the Person otherwise liable
      for the tax shall be relieved of liability for the tax if the subsequent
      Transferee furnished to such Person an affidavit that such subsequent Transferee
      is a Permitted Transferee and, at the time of Transfer, such Person does not
      have actual knowledge that the affidavit is false.

     

    4.           The
      Transferee has been advised of, and understands that a tax will be imposed
      on a
“pass-through entity” holding the Certificate if at any time during the taxable
      year of the pass-through entity a Person that is not a Permitted Transferee
      is
      the record holder of an 

     

    
      
        
        

      

      
        I-1

        
          

        

      

      
        
        

      

    

     

    interest
      in such entity.  The Transferee understands that such tax will not be
      imposed for any period with respect to which the record holder furnishes to
      the
      pass-through entity an affidavit that such record holder is a Permitted
      Transferee and the pass-through entity does not have actual knowledge that
      such
      affidavit is false.  (For this purpose, a “pass-through entity”
includes a regulated investment company, a real estate investment trust or
      common trust fund, a partnership, trust or estate, and certain cooperatives
      and,
      except as may be provided in Treasury Regulations, persons holding interests
      in
      pass-through entities as a nominee for another Person.)

     

    5.           The
      Transferee has reviewed the provisions of Section 5.02(c) of the Agreement
      (attached hereto as Exhibit 2 and incorporated herein by reference) and
      understands the legal consequences of the acquisition of an Ownership Interest
      in the Certificate including, without limitation, the restrictions on subsequent
      Transfers and the provisions regarding voiding the Transfer and mandatory
      sales.  The Transferee expressly agrees to be bound by and to abide by
      the provisions of Section 5.02(c) of the Agreement and the restrictions noted
      on
      the face of the Certificate.  The Transferee understands and agrees
      that any breach of any of the representations included herein shall render
      the
      Transfer to the Transferee contemplated hereby null and void.

     

    6.           The
      Transferee agrees to require a Transfer Affidavit from any Person to whom the
      Transferee attempts to Transfer its Ownership Interest in the Certificate,
      and
      in connection with any Transfer by a Person for whom the Transferee is acting
      as
      nominee, trustee or agent, and the Transferee will not Transfer its Ownership
      Interest or cause any Ownership Interest to be Transferred to any Person that
      the Transferee knows is not a Permitted Transferee.  In connection
      with any such Transfer by the Transferee, the Transferee agrees to deliver
      to
      the Trustee a certificate substantially in the form set forth as Exhibit J-1
      to
      the Agreement (a “Transferor Certificate”) to the effect that such Transferee
      has no actual knowledge that the Person to which the Transfer is to be made
      is
      not a Permitted Transferee.

     

    7.           The
      Transferee does not have the intention to impede the assessment or collection
      of
      any tax legally required to be paid with respect to the Class A-R
      Certificates.

     

    8.           The
      Transferee’s taxpayer identification number is ______________.

     

    9.           The
      Transferee is a U.S. Person as defined in Code section
      7701(a)(30) and, unless the Transferor (or any subsequent
      transferor) expressly waives such requirement, will not cause income from the
      Certificate to be attributable to a foreign permanent establishment or fixed
      base (within the meaning of an applicable income tax treaty) of the Transferee
      or another U.S. taxpayer.

     

    10.           The
      Transferee is aware that the Class A-R Certificates may be “noneconomic residual
      interests” within the meaning of Treasury Regulation Section 1.860E-1(c) and
      that the transferor of a noneconomic residual interest will remain liable for
      any taxes due with respect to the income on such residual interest, unless
      no
      significant purpose of the transfer was to impede the assessment or collection
      of tax.  In addition, as the Holder of a

     

    
      
        
        

      

      
        I-2

        
          

        

      

      
        
        

      

    

     

     noneconomic
      residual interest, the Transferee may incur tax liabilities in excess of any
      cash flows generated by the interest and the Transferee hereby represents that
      it intends to pay taxes associated with holding the residual interest as they
      become due.

     

    11.           The
      Transferee has provided financial statements or other financial information
      requested by the Transferor in connection with the transfer of the Certificate
      to permit the Transferor to assess the financial capability of the Transferee
      to
      pay such taxes.  The Transferee historically has paid its debts as
      they have come due and intends to pay its debts as they come due in the
      future.

    


    12.           Unless
      the Transferor (or any subsequent transferor) expressly waives such requirement,
      the Transferee (and any subsequent transferee) certifies (or will certify),
      respectively, that the transfer satisfies either the “Asset Test” imposed by
      Treasury Regulation    § 1.860E-1(c)(5) or the “Formula
      Test” imposed by Treasury Regulation § 1.860E-1(c)(7). 

    


    *           *           *

     

    
      
        
        

      

      
        I-3

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the Transferee has caused this instrument to be executed on
      its
      behalf by its duly authorized officer, this_____ day of ___________,
      2___.

     

    
      	 	
              ____________________________

              PRINT
                NAME OF TRANSFEREE

               

               

              By:                                                                     

              Name:

              Title:

               

            


    

    


    [Corporate
      Seal]

     

    ATTEST:

     

                                                          


    [Assistant]
      Secretary

     

    Personally
      appeared before me the above-named
                    
, known or proved to me to be the same person who executed the foregoing
      instrument and to be the
                             
      of the Transferee, and acknowledged that he executed the same as his free act
      and deed and the free act and deed of the Transferee.

     

    Subscribed
      and sworn before me this      day of
         ,
      20  .

     

    
      	 	
              _____________________________

              NOTARY
                PUBLIC

               

               

              My
                Commission expires the

              ___
                day of ____________, 20__

               

            


    

    


    
      
        
        

      

      
        I-4

        
          

        

      

      
        
        

      

    

    WAIVER
      OF
      REQUIREMENT THAT TRANSFEREE CERTIFIES TRANSFER OF CERTIFICATE SATISFIES CERTAIN
      REGULATORY “SAFE HARBORS”

     

    The
      Transferor hereby waives the requirement that the Transferee certify that the
      transfer of the Certificate satisfies either the “Asset Test” imposed by
      Treasury Regulation § 1.860E-1(c)(5) or the “Formula Test” imposed by
      Treasury Regulation § 1.860E-1(c)(7). 

     

    
      	 	
              CWALT,
                INC.

               

               

              By:      ________________________________

              Name:

              Title:

               

            


    

    


    


    
      
        
        

      

      
        I-5

        
          

        

      

      
        
        

      

    

    


     

    


    


    EXHIBIT
      1
      to

    EXHIBIT
      I

     

    Certain
      Definitions

     

    “Asset
      Test”: A transfer satisfies the Asset Test if: (i) At
      the time of the transfer, and
      at the close of each of the transferee's two fiscal years preceding the
      transferee's fiscal year of transfer, the transferee's gross assets for
      financial reporting purposes exceed $100 million and its net assets for
      financial reporting purposes exceed $10 million. The gross assets and net assets
      of a transferee do not include any obligation of any “related person” or any
      other asset if a principal purpose for holding or acquiring the other asset
      is
      to permit the transferee to satisfy such monetary conditions; (ii) The
      transferee must be
      an “eligible corporation” and must agree in writing that any subsequent transfer
      of the interest will be to another eligible corporation in a transaction that
      satisfies paragraphs 9 through 11 of this Transfer Affidavit and the Asset
      Test.
      A transfer fails to meet the Asset Test if the transferor knows, or has reason
      to know, that the transferee will not honor the restrictions on subsequent
      transfers of the Certificate; and (iii) A
      reasonable person would not conclude, based on the facts
      and circumstances known to the transferor on or before the date of the transfer,
      that the taxes associated with the Certificate will not be paid. The
      consideration given to the transferee to acquire the Certificate is only one
      factor to be considered, but the transferor will be deemed to know that the
      transferee cannot or will not pay if the amount of consideration is so low
      compared to the liabilities assumed that a reasonable person would conclude
      that
      the taxes associated with holding the Certificate will not be
      paid.  For purposes of applying the Asset Test, (i) an “eligible
      corporation” means any
      domestic C corporation (as defined in section 1361(a)(2) of the Code) other
      than (A) a
      corporation which is exempt from, or is not subject to, tax under section 11
      of
      the Code, (B) an
      entity described in section 851(a) or 856(a) of the Code, (C) A
      REMIC, or (D) an
      organization to
      which part I of subchapter T of chapter 1 of subtitle A of the Code applies;
      (ii) a
“related
      person” is any person that (A) bears
      a relationship to the transferee enumerated in section
      267(b) or 707(b)(1) of the Code, using “20 percent” instead of “50 percent”
where it appears under the provisions, or (B) is
      under common
      control (within the meaning of section 52(a) and (b)) with the transferee.
      

     

    “Formula
      Test”: A transfer satisfies the formula test if the present value of the
      anticipated tax liabilities associated with holding the Certificate does not
      exceed the sum of
      (i) the present value of any consideration
      given to the
      transferee to acquire the Certificate; (ii)
the
      present value of the expected future distributions
      on the Certificate; and (iii) the
      present value of the anticipated tax savings associated
      with holding the Certificate as the issuing REMIC generates
      losses.  For
      purposes of applying the Formula Test: (i) The
      transferee is assumed to pay tax at a rate equal to the
      highest rate of tax specified in section 11(b)(1) of the Code. If the transferee
      has been subject to the alternative minimum tax under section 55 of the Code
      in
      the preceding two years and will compute its taxable income in the current
      taxable year using the alternative minimum tax rate, then the tax rate specified
      in section 55(b)(1)(B) of the Code may be used in lieu of the highest rate
      specified in section 11(b)(1) of the Code; (ii)
The
      transfer must satisfy paragraph 9 of the Transfer
      Affidavit; and (iii) Present
      values are computed using a 

     

     

    
      
        
        

      

      
        I-6

        
          

        

      

      
        
        

      

    

     

    discount
      rate equal to the Federal short-term rate prescribed by section 1274(d) of
      the
      Code for the month of the transfer and the compounding period used by the
      taxpayer.

     

    “Ownership
      Interest”:  As to any Certificate, any ownership interest in such
      Certificate, including any interest in such Certificate as the Holder thereof
      and any other interest therein, whether direct or indirect, legal or
      beneficial.

     

    “Permitted
      Transferee”:  Any person other than (i) the United States, any State
      or political subdivision thereof, or any agency or instrumentality of any of
      the
      foregoing, (ii) a foreign government, International Organization or any agency
      or instrumentality of either of the foregoing, (iii) an organization (except
      certain farmers’ cooperatives described in section 521 of the Code) that is
      exempt from tax imposed by Chapter 1 of the Code (including the tax imposed
      by
      section 511 of the Code on unrelated business taxable income) on any excess
      inclusions (as defined in section 860E(c)(1) of the Code) with respect to any
      Class A-R Certificate, (iv) rural electric and telephone cooperatives described
      in section 1381(a)(2)(C) of the Code, (v) an “electing large partnership” as
      defined in section 775 of the Code, (vi) a Person that is not a citizen or
      resident of the United States, a corporation, partnership, or other entity
      (treated as a corporation or a partnership for federal income tax purposes)
      created or organized in or under the laws of the United States, any state
      thereof or the District of Columbia, or an estate whose income from sources
      without the United States is includible in gross income for United States
      federal income tax purposes regardless of its connection with the conduct of
      a
      trade or business within the United States, or a trust if a court within the
      United States is able to exercise primary supervision over the administration
      of
      the trust and one or more United States persons have authority to control all
      substantial decisions of the trustor unless such Person has furnished the
      transferor and the Trustee with a duly completed Internal Revenue Service Form
      W-8ECI, and (vii) any other Person so designated by the Trustee based upon
      an
      Opinion of Counsel that the Transfer of an Ownership Interest in a Class A-R
      Certificate to such Person may cause any REMIC formed under the Agreement to
      fail to qualify as a REMIC at any time that any Certificates are
      Outstanding.  The terms “United States,” “State” and “International
      Organization” shall have the meanings set forth in section 7701 of the Code or
      successor provisions.  A corporation will not be treated as an
      instrumentality of the United States or of any State or political subdivision
      thereof for these purposes if all of its activities are subject to tax and,
      with
      the exception of the Federal Home Loan Mortgage Corporation, a majority of
      its
      board of directors is not selected by such government unit.

     

    “Person”:  Any
      individual, corporation, limited liability company, partnership, joint venture,
      bank, joint stock company, trust (including any beneficiary thereof),
      unincorporated organization or government or any agency or political subdivision
      thereof.

     

    “Transfer”:  Any
      direct or indirect transfer or sale of any Ownership Interest in a Certificate,
      including the acquisition of a Certificate by the Depositor.

     

    “Transferee”:  Any
      Person who is acquiring by Transfer any Ownership Interest in a
      Certificate.

     

    
      
        
        

      

      
        I-7

        
          

        

      

      
        
        

      

    

    EXHIBIT
      2
      to

    EXHIBIT
      I

     

    Section
      5.02(c) of the Agreement

     

    (c)           Each
      Person who has or who acquires any Ownership Interest in a Class A-R Certificate
      shall be deemed by the acceptance or acquisition of such Ownership Interest
      to
      have agreed to be bound by the following provisions, and the rights of each
      Person acquiring any Ownership Interest in a Class A-R Certificate are expressly
      subject to the following provisions:

     

    (1)           Each
      Person holding or acquiring any Ownership Interest in a Class A-R Certificate
      shall be a Permitted Transferee and shall promptly notify the Trustee of any
      change or impending change in its status as a Permitted Transferee.

     

    (2)           Except
      in connection with (i) the registration of the Tax Matters Person Certificate
      in
      the name of the Trustee or (ii) any registration in the name of, or transfer
      of
      a Class A-R Certificate to, an affiliate of the Depositor (either directly
      or
      through a nominee) in connection with the initial issuance of the
      Certificates,no Ownership Interest in a Class A-R Certificate may be registered
      on the Closing Date or thereafter transferred, and the Trustee shall not
      register the Transfer of any Class A-R Certificate unless, the Trustee shall
      have been furnished with an affidavit (a “Transfer Affidavit”) of the initial
      owner or the proposed transferee in the form attached hereto as Exhibit
      I.

     

    (3)           Each
      Person holding or acquiring any Ownership Interest in a Class A-R Certificate
      shall agree (A) to obtain a Transfer Affidavit from any other Person to whom
      such Person attempts to Transfer its Ownership Interest in a Class A-R
      Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such
      Person is acting as nominee, trustee or agent in connection with any Transfer
      of
      a Class A-R Certificate and (C) not to Transfer its Ownership Interest in a
      Class A-R Certificate, or to cause the Transfer of an Ownership Interest in
      a
      Class A-R Certificate to any other Person, if it has actual knowledge that
      such
      Person is not a Permitted Transferee.

     

    (4)           Any
      attempted or purported Transfer of any Ownership Interest in a Class A-R
      Certificate in violation of the provisions of this Section 5.02(c) shall be
      absolutely null and void and shall vest no rights in the purported
      Transferee.  If any purported transferee shall become a Holder of a
      Class A-R Certificate in violation of the provisions of this Section 5.02(c),
      then the last preceding Permitted Transferee shall be restored to all rights
      as
      Holder thereof retroactive to the date of registration of Transfer of such
      Class
      A-R Certificate.  The Trustee shall be under no liability to any
      Person for any registration of Transfer of a Class A-R Certificate that is
      in
      fact not permitted by Section 5.02(b) and this Section 5.02(c) or for making
      any
      payments due on such Certificate to the Holder thereof or taking any other
      action with respect to such Holder under the provisions of this Agreement so
      long as the Transfer was registered after receipt of the related Transfer
      Affidavit and Transferor Certificate.  The Trustee shall be entitled
      but not obligated to recover from any Holder of a Class A-R Certificate that
      was
      in fact not a Permitted 

     

    
      
        
        

      

      
        I-8

        
          

        

      

      
        
        

      

    

     

    Transferee
      at the time it became a Holder or, at such subsequent time as it became other
      than a Permitted Transferee, all payments made on such Class A-R Certificate
      at
      and after either such time.  Any such payments so recovered by the
      Trustee shall be paid and delivered by the Trustee to the last preceding
      Permitted Transferee of such Certificate.

     

    (5)           The
      Depositor shall use its best efforts to make available, upon receipt of written
      request from the Trustee, all information necessary to compute any tax imposed
      under section 860E(e) of the Code as a result of a Transfer of an Ownership
      Interest in a Class A-R Certificate to any Holder who is not a Permitted
      Transferee.

     

    The
      restrictions on Transfers of a Class A-R Certificate set forth in this section
      5.02(c) shall cease to apply (and the applicable portions of the legend on
      a
      Class A-R Certificate may be deleted) with respect to Transfers occurring after
      delivery to the Trustee of an Opinion of Counsel, which Opinion of Counsel
      shall
      not be an expense of the Trustee, the Sellers or the Master Servicer, to the
      effect that the elimination of such restrictions will not cause any constituent
      REMIC of any REMIC formed hereunder to fail to qualify as a REMIC at any time
      that the Certificates are outstanding or result in the imposition of any tax
      on
      the Trust Fund, a Certificateholder or another Person.  Each Person
      holding or acquiring any ownership Interest in a Class A-R Certificate hereby
      consents to any amendment of this Agreement that, based on an Opinion of Counsel
      furnished to the Trustee, is reasonably necessary (a) to ensure that the record
      ownership of, or any beneficial interest in, a Class A-R Certificate is not
      transferred, directly or indirectly, to a Person that is not a Permitted
      Transferee and (b) to provide for a means to compel the Transfer of a Class
      A-R
      Certificate that is held by a Person that is not a Permitted Transferee to
      a
      Holder that is a Permitted Transferee.

     

    
      
        
        

      

      
        I-9

        
          

        

      

      
        
        

      

    

    EXHIBIT
      J-1

     

    [FORM
      OF]
      TRANSFEROR CERTIFICATE

    (RESIDUAL)

     

    
      	 	
              _____________________

              Date

               

            


    

    


    CWALT,
      Inc.

    4500
      Park
      Granada

    Calabasas,
      California 91302

    Attention:    Josh
      Adler

     

    The
      Bank
      of New York

    101
      Barclay Street – 4W

    New
      York,
      New York 10286

    


    Attention:          Mortgage-Backed
      Securities Group

    Series
      200_-_

    Re:    CWALT,
      Inc. Mortgage Pass-Through Certificates,

    Series
      200_-_,
      Class                                          

     

    Ladies
      and Gentlemen:

     

    In
      connection with our disposition of the above Certificates we certify that to
      the
      extent we are disposing of a Class A-R Certificate, we have no knowledge the
      Transferee is not a Permitted Transferee.

     

    
      	 	
              Very
                truly yours,

               

              _______________________________                                                    

              Print
                Name of Transferor

              By:                    
                                                                               

              Authorized
                Officer

               

            


    

    


    
      
        
        

      

      
        J-1-1

        
          

        

      

      
        
        

      

    

    EXHIBIT
      J-2

     

    [FORM
      OF]
      TRANSFEROR CERTIFICATE

    (PRIVATE)

     

    
      	 	
              _____________________

              Date

               

            


    

    CWALT,
      Inc.

    4500
      Park
      Granada

    Calabasas,
      California 91302

    Attention:       Josh
      Adler

     

    The
      Bank
      of New York

    101
      Barclay Street – 4W

    New
      York,
      New York 10286

    


    Attention:          Mortgage-Backed
      Securities Group

    Series
      200_-_

    Re:  CWALT,
      Inc. Mortgage Pass-Through Certificates,

    Series
      200_-_,
      Class                                          

     

    Ladies
      and Gentlemen:

     

    In
      connection with our disposition of the above Certificates we certify that (a)
      we
      understand that the Certificates have not been registered under the Securities
      Act of 1933, as amended (the “Act”), and are being disposed by us in a
      transaction that is exempt from the registration requirements of the Act, (b)
      we
      have not offered or sold any Certificates to, or solicited offers to buy any
      Certificates from, any person, or otherwise approached or negotiated with any
      person with respect thereto, in a manner that would be deemed, or taken any
      other action which would result in, a violation of Section 5 of the
      Act.

     

    
      	 	
              Very
                truly yours,

               

              ________________________

              Print
                Name of Transferor

               

              By: ______________________________________                                                               

                          Authorized
                Officer

            


    

     

     

    
      
        
        

      

      
        J-2-1

        
          

        

      

      
        
        

      

    

     

     

    EXHIBIT
      K

     

    [FORM
      OF]
      INVESTMENT LETTER (NON-RULE 144A)

     

    
      	 	
              _____________________

              Date

               

            


    

    CWALT,
      Inc.

    4500
      Park
      Granada

    Calabasas,
      California 91302

    Attention:    Josh
      Adler

     

    The
      Bank
      of New York

    101
      Barclay Street – 4W

    New
      York,
      New York 10286

    


    Attention:          Mortgage-Backed
      Securities Group

    Series
      200_-_

     

    
      	
               

            	
              Re:

            	
              CWALT,
                Inc. Mortgage Pass-Through
                Certificates,

            


    

    Series
      200_-_,
      Class                                          

     

    Ladies
      and Gentlemen:

     

    In
      connection with our acquisition of the above Certificates we certify that (a)
      we
      understand that the Certificates are not being registered under the Securities
      Act of 1933, as amended (the “Act”), or any state securities laws and are being
      transferred to us in a transaction that is exempt from the registration
      requirements of the Act and any such laws, (b) we are an “accredited investor,”
as defined in Regulation D under the Act, and have such knowledge and experience
      in financial and business matters that we are capable of evaluating the merits
      and risks of investments in the Certificates, (c) we have had the opportunity
      to
      ask questions of and receive answers from the Depositor concerning the purchase
      of the Certificates and all matters relating thereto or any additional
      information deemed necessary to our decision to purchase the Certificates,
      (d)
      either (i) we are not an employee benefit plan that is subject to the Employee
      Retirement Income Security Act of 1974, as amended (“ERISA”), or a plan or
      arrangement that is subject to Section 4975 of the Internal Revenue Code of
      1986, as amended, nor are we acting on behalf of or investing the assets of
      any
      such benefit plan or arrangement to effect such acquisition or (ii) if the
      Certificates have been the subject of an ERISA-Qualifying Underwriting and
      we
      are an insurance company, we are purchasing such Certificates with funds
      contained in an “insurance company general account” (as such term is defined in
      Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”)) and
      the purchase and holding of such Certificates satisfy the requirements for
      exemptive relief under Sections I and III of PTCE 95-60, 

     

     

    
      
        
        

      

      
        K-1

        
          

        

      

      
        
        

      

    

     

    (e)
      we
      are acquiring the Certificates for investment for our own account and not with
      a
      view to any distribution of such Certificates (but without prejudice to our
      right at all times to sell or otherwise dispose of the Certificates in
      accordance with clause (g) below), (f) we have not offered or sold any
      Certificates to, or solicited offers to buy any Certificates from, any person,
      or otherwise approached or negotiated with any person with respect thereto,
      or
      taken any other action which would result in a violation of Section 5 of the
      Act, and (g) we will not sell, transfer or otherwise dispose of any Certificates
      unless (1) such sale, transfer or other disposition is made pursuant to an
      effective registration statement under the Act or is exempt from such
      registration requirements, and if requested, we will at our expense provide
      an
      opinion of counsel satisfactory to the addressees of this Certificate that
      such
      sale, transfer or other disposition may be made pursuant to an exemption from
      the Act, (2) the purchaser or transferee of such Certificate has executed and
      delivered to you a certificate to substantially the same effect as this
      certificate, and (3) the purchaser or transferee has otherwise complied with
      any
      conditions for transfer set forth in the Pooling and Servicing
      Agreement.

     

    
      	 	
              Very
                truly yours,

               

              ____________________________                                                                 

              Print
                Name of Transferee

               

               

              By:________________________

              Authorized
                Officer

               

            


    

    


    
      
        
        

      

      
        K-2

        
          

        

      

      
        
        

      

    

    EXHIBIT
      L-1

     

    [FORM
      OF]
      RULE 144A LETTER

     

    
      	 	
              _____________________

              Date

               

            


    

    CWALT,
      Inc.

    4500
      Park
      Granada

    Calabasas,
      California 91302

    Attention:      Josh
      Adler

     

    The
      Bank
      of New York

    101
      Barclay Street – 4W

    New
      York,
      New York 10286

    


    Attention:          Mortgage-Backed
      Securities Group

    Series
      200_-_

     

    Re:           CWALT,
      Inc. Mortgage Pass-Through Certificates,

    Series
      200_-_,
      Class                                          

     

    Ladies
      and Gentlemen:

     

    In
      connection with our acquisition of the above Certificates we certify that (a)
      we
      understand that the Certificates are not being registered under the Securities
      Act of 1933, as amended (the “Act”), or any state securities laws and are being
      transferred to us in a transaction that is exempt from the registration
      requirements of the Act and any such laws, (b) we have such knowledge and
      experience in financial and business matters that we are capable of evaluating
      the merits and risks of investments in the Certificates, (c) we have had the
      opportunity to ask questions of and receive answers from the Depositor
      concerning the purchase of the Certificates and all matters relating thereto
      or
      any additional information deemed necessary to our decision to purchase the
      Certificates, (d) either (i) we are not an employee benefit plan that is subject
      to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or
      a plan or arrangement that is subject to Section 4975 of the Internal Revenue
      Code of 1986, as amended, nor are we acting on behalf of or investing the assets
      of any such benefit plan or arrangement to effect such acquisition or (ii)
      if
      the Certificates have been the subject of an ERISA-Qualifying Underwriting
      and
      we are an insurance company, we are purchasing such Certificates with funds
      contained in an “insurance company general account” (as such term is defined in
      Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”)) and
      the purchase and holding of such Certificates satisfy the requirements for
      exemptive relief under Sections I and III of PTCE 95-60, (e) we have not, nor
      has anyone acting on our behalf offered, transferred, pledged, sold or


     

     

    
      
        
        

      

      
        L-1-1

        
          

        

      

      
        
        

      

    

     

    otherwise
      disposed of the Certificates, any interest in the Certificates or any other
      similar security to, or solicited any offer to buy or accept a transfer, pledge
      or other disposition of the Certificates, any interest in the Certificates
      or
      any other similar security from, or otherwise approached or negotiated with
      respect to the Certificates, any interest in the Certificates or any other
      similar security with, any person in any manner, or made any general
      solicitation by means of general advertising or in any other manner, or taken
      any other action, that would constitute a distribution of the Certificates
      under
      the Securities Act or that would render the disposition of the Certificates
      a
      violation of Section 5 of the Securities Act or require registration pursuant
      thereto, nor will act, nor has authorized or will authorize any person to act,
      in such manner with respect to the Certificates, (f) we are a “qualified
      institutional buyer” as that term is defined in Rule 144A under the Securities
      Act and have completed either of the forms of certification to that effect
      attached hereto as Annex 1 or Annex 2.  We are aware that the sale to
      us is being made in reliance on Rule 144A.  We are acquiring the
      Certificates for our own account or for resale pursuant to Rule 144A and
      further, understand that such Certificates may be resold, pledged or transferred
      only (i) to a person reasonably believed to be a qualified institutional buyer
      that purchases for its own account or for the account of a qualified
      institutional buyer to whom notice is given that the resale, pledge or transfer
      is being made in reliance on Rule 144A, or (ii) pursuant to another exemption
      from registration under the Securities Act.

     

    
       

      
        	 	
                Very
                  truly yours,

                 

                ____________________________                                                                 

                Print
                  Name of Transferee

                 

                 

                By:________________________

                     
                  Authorized Officer

                 

              


      

      

 

      
        
          
          

        

        
          L-1-2

          
            

          

        

        
          
          

        

      

    

     

    ANNEX
      1 TO EXHIBIT L-1

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Transferees Other Than Registered Investment Companies]

     

    The
      undersigned (the “Buyer”) hereby certifies as follows to the parties listed in
      the Rule 144A Transferee Certificate to which this certification relates with
      respect to the Certificates described therein:

     

    1.  As
      indicated below, the undersigned is the President, Chief Financial Officer,
      Senior Vice President or other executive officer of the Buyer.

     

    2.  In
      connection with purchases by the Buyer, the Buyer is a “qualified institutional
      buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as
      amended (“Rule 144A”) because (i) the Buyer owned and/or invested on a
      discretionary basis either at least $100,000 in securities or, if Buyer is
      a
      dealer, Buyer must own and/or invest on a discretionary basis at least
      $10,000,000 in securities (except for the excluded securities referred to below)
      as of the end of the Buyer’s most recent fiscal year (such amount being
      calculated in accordance with Rule 144A and (ii) the Buyer satisfies the
      criteria in the category marked below.

     

    
      	
               

            	
              ___

            	
              Corporation,
                etc.  The Buyer is a corporation (other than a bank, savings
                and loan association or similar institution), Massachusetts or similar
                business trust, partnership, or charitable organization described
                in
                Section 501(c)(3) of the Internal Revenue Code of 1986, as
                amended.

            


    

     

    
      	
               

            	
              ___

            	
              Bank.  The
                Buyer (a) is a national bank or banking institution organized under
                the
                laws of any State, territory or the District of Columbia, the business
                of
                which is substantially confined to banking and is supervised by the
                State
                or territorial banking commission or similar official or is a foreign
                bank
                or equivalent institution, and (b) has an audited net worth of at
                least
                $25,000,000 as demonstrated in its latest annual financial statements,
                a copy of which is attached
                hereto.

            


    

     

    
      	
               

            	
              ___

            	
              Savings
                and Loan.  The Buyer (a) is a savings and loan association,
                building and loan association, cooperative bank, homestead association
                or
                similar institution, which is supervised and examined by a State
                or
                Federal authority having supervision over any such institutions or
                is a
                foreign savings and loan association or equivalent institution and
                (b) has
                an audited net worth of at least $25,000,000 as demonstrated in its
                latest
                annual financial statements, a copy of which is attached
                hereto.

            


    

     

    
      
        
        

      

      
        L-1-3

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              ___

            	
              Broker-dealer.  The
                Buyer is a dealer registered pursuant to Section 15 of the Securities
                Exchange Act of 1934.

            


    

     

    
      	
               

            	
              ___

            	
              Insurance
                Company.  The Buyer is an insurance company whose primary
                and predominant business activity is the writing of insurance or
                the
                reinsuring of risks underwritten by insurance companies and which
                is
                subject to supervision by the insurance commissioner or a similar
                official
                or agency of a State, territory or the District of
                Columbia.

            


    

     

    
      	
               

            	
              ___

            	
              State
                or Local Plan.  The Buyer is a plan established and
                maintained by a State, its political subdivisions, or any agency
                or
                instrumentality of the State or its political subdivisions, for the
                benefit of its employees.

            


    

     

    
      	
               

            	
              ___

            	
              ERISA
                Plan.  The Buyer is an employee benefit plan within the
                meaning of Title I of the Employee Retirement Income Security Act
                of
                1974.

            


    

     

    
      	
               

            	
              ___

            	
              Investment
                Advisor.  The Buyer is an investment advisor registered
                under the Investment Advisors Act of
                1940.

            


    

     

    
      	
               

            	
              ___

            	
              Small
                Business Investment Company.  Buyer is a small business
                investment company licensed by the U.S. Small Business Administration
                under Section 301(c) or (d) of the Small Business Investment Act
                of
                1958.

            


    

     

    
      	
               

            	
              ___

            	
              Business
                Development Company.  Buyer is a business development
                company as defined in Section 202(a)(22) of the Investment Advisors
                Act of
                1940.

            


    

     

    3.  The
      term
“securities” as used herein does not include (i) securities of
      issuers that are affiliated with the Buyer, (ii) securities that are part of
      an
      unsold allotment to or subscription by the Buyer, if the Buyer is a dealer,
      (iii) securities issued or guaranteed by the U.S. or any instrumentality
      thereof, (iv) bank deposit notes and certificates of deposit, (v) loan
      participations, (vi) repurchase agreements, (vii) securities owned but subject
      to a repurchase agreement and (viii) currency, interest rate and commodity
      swaps.

     

    4.  For
      purposes of determining the aggregate amount of securities owned and/or invested
      on a discretionary basis by the Buyer, the Buyer used the cost of such
      securities to the Buyer and did not include any of the securities referred
      to in
      the preceding paragraph, except (i) where the Buyer reports its securities
      holdings in its financial statements on the basis of their market value, and
      (ii) no current information with respect to the cost of those securities has
      been published.  If clause (ii) in the preceding sentence applies, the
      securities may be valued at market.  Further, in determining such
      aggregate amount, the Buyer may have included securities owned by subsidiaries
      of the Buyer, but only if such subsidiaries are consolidated with the Buyer
      in
      its financial statements prepared in accordance with generally accepted
      accounting principles and if the investments of such subsidiaries are managed
      under the Buyer’s direction.  However, such securities were not
      included if the Buyer is a majority-owned, 

     

    
      
        
        

      

      
        L-1-4

        
          

        

      

      
        
        

      

    

     

    consolidated
      subsidiary of another enterprise and the Buyer is not itself a reporting company
      under the Securities Exchange Act of 1934, as amended.

     

    5.  The
      Buyer
      acknowledges that it is familiar with Rule 144A and understands that the seller
      to it and other parties related to the Certificates are relying and will
      continue to rely on the statements made herein because one or more sales to
      the
      Buyer may be in reliance on Rule 144A.

     

    6.  Until
      the
      date of purchase of the Rule 144A Securities, the Buyer will notify each of
      the
      parties to which this certification is made of any changes in the information
      and conclusions herein.  Until such notice is given, the Buyer’s
      purchase of the Certificates will constitute a reaffirmation of this
      certification as of the date of such purchase.  In addition, if the
      Buyer is a bank or savings and loan is provided above, the Buyer agrees that
      it
      will furnish to such parties updated annual financial statements promptly after
      they become available.

     

     

    
      
        	 	
                _____________________________________

                Print
                  Name of Buyer

                 

                By:________________________________________

                Name:

                Title:

                Date:_______________________________________

                 

              


      

    

                                                                          


                                                                  

    
      
        
        

      

      
        L-1-5

        
          

        

      

      
        
        

      

    

    ANNEX
      2 TO EXHIBIT L-1

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Transferees That are Registered Investment Companies]

     

    The
      undersigned (the “Buyer”) hereby certifies as follows to the parties listed in
      the Rule 144A Transferee Certificate to which this certification relates with
      respect to the Certificates described therein:

     

    1.  As
      indicated below, the undersigned is the President, Chief Financial Officer
      or
      Senior Vice President of the Buyer or, if the Buyer is a “qualified
      institutional buyer” as that term is defined in Rule 144A under the Securities
      Act of 1933, as amended (“Rule 144A”) because Buyer is part of a Family of
      Investment Companies (as defined below), is such an officer of the
      Adviser.

     

    2.  In
      connection with purchases by Buyer, the Buyer is a “qualified institutional
      buyer” as defined in SEC Rule 144A because (i) the Buyer is an investment
      company registered under the Investment Company Act of 1940, as amended and
      (ii)
      as marked below, the Buyer alone, or the Buyer’s Family of Investment Companies,
      owned at least $100,000,000 in securities (other than the excluded securities
      referred to below) as of the end of the Buyer’s most recent fiscal
      year.  For purposes of determining the amount of securities owned by
      the Buyer or the Buyer’s Family of Investment Companies, the cost of such
      securities was used, except (i) where the Buyer or the Buyer’s Family of
      Investment Companies reports its securities holdings in its financial statements
      on the basis of their market value, and (ii) no current information with respect
      to the cost of those securities has been published.  If clause (ii) in
      the preceding sentence applies, the securities may be valued at
      market.

     

    
      	
               

            	
              ___

            	
              The
                Buyer owned
                $            
                in securities (other than the excluded securities referred to below)
                as of
                the end of the Buyer’s most recent fiscal year (such amount being
                calculated in accordance with Rule
                144A).

            


    

     

    
      	
               

            	
              ___

            	
              The
                Buyer is part of a Family of Investment Companies which owned in
                the
                aggregate $         in
                securities (other than the excluded securities referred to below)
                as of
                the end of the Buyer’s most recent fiscal year (such amount being
                calculated in accordance with Rule
                144A).

            


    

     

    3.  The
      term
“Family of Investment Companies” as used herein means two or more
      registered investment companies (or series thereof) that have the same
      investment adviser or investment advisers that are affiliated (by virtue of
      being majority owned subsidiaries of the same parent or because one investment
      adviser is a majority owned subsidiary of the other).

     

    
      
        
        

      

      
        L-1-6

        
          

        

      

      
        
        

      

    

    4.  The
      term
“securities” as used herein does not include (i) securities of issuers
      that are affiliated with the Buyer or are part of the Buyer’s Family of
      Investment Companies, (ii) securities issued or guaranteed by the U.S. or any
      instrumentality thereof, (iii) bank deposit notes and certificates of deposit,
      (iv) loan participations, (v) repurchase agreements, (vi) securities owned
      but
      subject to a repurchase agreement and (vii) currency, interest rate and
      commodity swaps.

     

    5.  The
      Buyer
      is familiar with Rule 144A and understands that the parties listed in the Rule
      144A Transferee Certificate to which this certification relates are relying
      and
      will continue to rely on the statements made herein because one or more sales
      to
      the Buyer will be in reliance on Rule 144A.  In addition, the Buyer
      will only purchase for the Buyer’s own account.

     

    6.  Until
      the
      date of purchase of the Certificates, the undersigned will notify the parties
      listed in the Rule 144A Transferee Certificate to which this certification
      relates of any changes in the information and conclusions
      herein.  Until such notice is given, the Buyer’s purchase of the
      Certificates will constitute a reaffirmation of this certification by the
      undersigned as of the date of such purchase.

     

                  

      
        	 	
                _________________________________

                Print
                  Name of Buyer or Adviser

                 

                 

                By:___________________________________                                                                  

                Name:

                Title:

                 

                IF
                  AN ADVISER:

                 

                 

                _________________________________                                                                    

                Print
                  Name of Buyer

                 

                Date:__________________________________

                 

              


      
                                                  


                              

    
      
        
        

      

      
        L-1-7

        
          

        

      

      
        
        

      

    

    EXHIBIT
      L-2

     

    [Reserved]

     

    
      
        
        

      

      
        L-2-1

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      M

     

    [FORM
      OF]
      REQUEST FOR RELEASE

    (for
      Trustee)

     

    CWALT,
      Inc.

    Mortgage
      Pass-Through Certificates

    Series
      200_-_

     

     

    
      Loan
        Information

       

      
        	
                    Name
                  of
                  Mortgagor:

              	 
	
                    Servicer
                  Loan
                  No.:

              	 


      

      Trustee

       

      
        	
                    Name:

              	 
	
                    Address:

              	 
	 	 
	 	 
	
                    Trustee

              	 
	
                    Mortgage
                  File
                  No.:

              	 

                                                

    

    The
      undersigned Master Servicer hereby acknowledges that it has received from The
      Bank of New York, as Trustee for the Holders of Mortgage Pass-Through
      Certificates, of the above-referenced Series, the documents referred to below
      (the “Documents”).  All capitalized terms not otherwise defined in
      this Request for Release shall have the meanings given them in the Pooling
      and
      Servicing Agreement (the “Pooling and Servicing Agreement”) relating to the
      above-referenced Series among the Trustee, Countrywide Home Loans, Inc., as
      a
      Seller, Park Granada LLC, as a Seller, Park Monaco, Inc., as a Seller, Park
      Sienna LLC, as a Seller, Countrywide Home Loans Servicing LP, as Master Servicer
      and CWALT, Inc., as Depositor.

     

    
      	
              ( )

            	
              Mortgage
                Note dated _______________, 20__, in the original principal sum of
                $___________, made by ____________________________, payable to, or
                endorsed to the order of, the
                Trustee.

            


    

     

    
      	
              ( )

            	
              Mortgage
                recorded on __________________ as instrument no.
                ______________________ in the County Recorder’s Office of the County
                of _________________________, State of
                _______________________ in book/reel/docket
                _________________________ of official records at page/image
                _______________________________.

            


    

     

    
      
        
        

      

      
        M-1

        
          

        

      

      
        
        

      

    

    
      	
              ( )

            	
              Deed
                of Trust recorded on ______________________ as instrument no. ___________
                in the County Recorder’s Office of the County of
                __________________________, State of _____________________
                in book/reel/docket _________________________ of official records
                at page/image
                ____________________________.

            


    

     

    
      	
              ( )

            	
              Assignment
                of Mortgage or Deed of Trust to the Trustee, recorded on
                _____________________ as instrument no. __________________ in the
                County Recorder’s Office of the County of _____________________,
                State of ___________________ in book/reel/docket ________________
                of
                official records at page/image
                ______________________.

            


    

     

    
      	
              ( )

            	
              Other
                documents, including any amendments, assignments or other assumptions
                of
                the Mortgage Note or Mortgage.

            


    

     

    (   )_____________________________________________________________________________________________________________________________________________________________________

     

    
      (   )_____________________________________________________________________________________________________________________________________________________________________

       

    

    
      (   )_____________________________________________________________________________________________________________________________________________________________________

       

    

    
      (   )_____________________________________________________________________________________________________________________________________________________________________

       

    

    The
      undersigned Master Servicer hereby acknowledges and agrees as
      follows:

     

    (1)  The
      Master Servicer shall hold and retain possession of the Documents in trust
      for
      the benefit of the Trustee, solely for the purposes provided in the
      Agreement.

     

    (2)  The
      Master Servicer shall not cause or knowingly permit the Documents to become
      subject to, or encumbered by, any claim, liens, security interest, charges,
      writs of attachment or other impositions nor shall the Servicer assert or seek
      to assert any claims or rights of setoff to or against the Documents or any
      proceeds thereof.

     

    (3)  The
      Master Servicer shall return each and every Document previously requested from
      the Mortgage File to the Trustee when the need therefor no longer exists, unless
      the Mortgage Loan relating to the Documents has been liquidated and the proceeds
      thereof have been remitted to the Certificate Account and except as expressly
      provided in the Agreement.

     

    (4)  The
      Documents and any proceeds thereof, including any proceeds of proceeds, coming
      into the possession or control of the Master Servicer shall at all times be
      earmarked for the account of the Trustee, and the Master Servicer shall keep
      the
      Documents and any proceeds separate and distinct from all other property in
      the
      Master Servicer’s possession, custody or control.

     

    
      
        
        

      

      
        M-2

        
          

        

      

      
        
        

      

    

    


    
      
        	 	
                COUNTRYWIDE
                  HOME LOANS

                SERVICING
                  LP

                 

                 

                By                                                               

                Its                                                               

                 

              


      

    

          

    Date:_________________,
      20__

     

    
      
        
        

      

      
        M-3

        
          

        

      

      
        
        

      

    

    EXHIBIT
      N

     

    [FORM
      OF]
      REQUEST FOR RELEASE OF DOCUMENTS

     

    To:          The
      Bank of New
      York                                                                                       Attn:  Mortgage
      Custody Services

     

    
      	
               

            	
              Re:

            	
              The
                Pooling & Servicing Agreement dated [month] 1, 200_, among Countrywide
                Home Loans, Inc., 

              as
                a Seller, Park Granada LLC, as a Seller, Park Monaco, Inc., as a
                Seller,
                Park Sienna LLC, as a Seller, 

              Countrywide
                Home Loans Servicing LP, as Master Servicer, CWALT, Inc. and The
                Bank of
                New  York, as Trustee

            	 


    

     

    Ladies
      and Gentlemen:

     

    In
      connection with the administration of the Mortgage Loans held by you as Trustee
      for CWALT, Inc., we request the release of the Mortgage Loan File for the
      Mortgage Loan(s) described below, for the reason indicated.

     

    FT
      Account
      #:                                                                                   Pool
      #:

     

    Mortgagor’s
      Name, Address and Zip Code:

     

    Mortgage
      Loan Number:

     

    Reason
      for Requesting Documents (check one)

     

    
      	
               

            	
              1.

            	
              Mortgage
                Loan paid in full (Countrywide Home Loans, Inc. hereby certifies
                that all
                amounts have been received).

            


    

     

    
      	
               

            	
              2.

            	
              Mortgage
                Loan Liquidated (Countrywide Home Loans, Inc. hereby certifies that
                all
                proceeds of foreclosure, insurance, or other liquidation have been
                finally
                received).

            


    

     

    
      	
               

            	
              3.

            	
              Mortgage
                Loan in Foreclosure.

            


    

     

    
      	
               

            	
              4.

            	
              Mortgage
                Loan repurchased by the Master Servicer pursuant to Section 3.11(a)
                (Countrywide Home Loans Servicing LP hereby certifies that the Purchase
                Price for the Mortgage Loan has been deposited in the Certificate
                Account).

            


    

     

    
      	
               

            	
              5.

            	
              Other
                (explain):

            


    

     

    If
      item 1
      or 2 above is checked, and if all or part of the Mortgage File was previously
      released to us, please release to us our previous receipt on file with you,
      as
      well as any additional documents in your possession relating to the
      above-specified Mortgage Loan.  If item 3, 4 or 5 is checked, upon
      return of all of the above documents to you as Trustee, please acknowledge
      your
      receipt by signing in the space indicated below, and returning this
      form.

     

    
      
        
        

      

      
        N-1

        
          

        

      

      
        
        

      

    

    COUNTRYWIDE
      HOME LOANS, INC.

    4500
      Park
      Granada

    Calabasas,
      California 91302

     

    By:                                                              

    Name:                                                              

    Title:                                                              

    Date:                                                              

     

    [COUNTRYWIDE
      HOME LOANS SERVICING LP]

     

    
      By:                                                              

      Name:                                                              

      Title:                                                              

      Date:                                                              

       

    

    TRUSTEE
      CONSENT TO RELEASE AND

    ACKNOWLEDGEMENT
      OF RECEIPT

     

    By:                                                              

    Name:                                                              

    Title:                                                              

    Date:                                                              

     

     

    
      
         

      

      
        N-2

        
          

        

      

      
         

      

    

     

     

    EXHIBIT
      O

    


    [Reserved]

     

     

    
      
        
        

      

      
        O-1

        
          

        

      

      
        
        

      

    

     

     

    EXHIBIT
      P

    


    


    [Reserved]

    


    
      
        
        

      

      
        P-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      Q

    


    GLOSSARY
      of TERMS for STANDARD & POOR’S LEVELS® VERSION 6.0 FILE FORMAT

    


    APPENDIX  E
      – Standard & Poor’s Predatory Lending Categories

    


    Standard
      & Poor’s has categorized loans governed by anti-predatory lending laws in
      the Jurisdictions listed below into three categories based upon a combination
      of
      factors that include (a) the risk exposure associated with the assignee
      liability and (b) the tests and thresholds set forth in those laws. Note that
      certain loans classified by the relevant statute as Covered are included in
      Standard & Poor’s High Cost Loan Category because they included thresholds
      and tests that are typical of what is generally considered High Cost by the
      industry.

    


    
      	
              Standard
                & Poor’s High Cost Loan Categorization

               

            


    

    
      	
              State/Jurisdiction

            	
              Name
                of Anti-Predatory Lending

              Law/Effective
                Date

            	
              Category
                under

              Applicable
                Anti-

              Predatory
                Lending Law

            


    

    
    

    
      	
              Arkansas

            	
              Arkansas
                Home Loan Protection Act, Ark. Code Ann. §§ 23-53-101 etseq.

              Effective
                July 16, 2003

            	
              High
                Cost Home Loan

            
	
              Cleveland
                Heights, OH

            	
              Ordinance
                No. 72-2003 (PSH), Mun. Code §§ 757.01 etseq.

              Effective
                June 2, 2003

            	
              Covered
                Loan

            
	
              Colorado

            	
              Consumer
                Equity Protection, Colo. Stat. Ann. §§ 5-3.5-101 etseq.

              Effective
                for covered loans offered or entered into on or after January 1,
                2003.
                Other provisions of the Act took effect on June 7, 2002

            	
              Covered
                Loan

            
	
              Connecticut

            	
              Connecticut
                Abusive Home Loan Lending Practices Act, Conn. Gen. Stat. §§ 36a-746
                etseq.

              Effective
                October 1, 2001

            	
              High
                Cost Home Loan

            
	
              District
                of Columbia

            	
              Home
                Loan Protection Act, D.C. Code §§ 26-1151.01 etseq.

              Effective
                for loans closed on or after January 28, 2003

            	
              Covered
                Loan

            


    

     

    
      
         

      

      
        Q-1

        
          

        

      

      
         

      

    

     

    
      
        	
                Standard
                  & Poor’s High Cost Loan Categorization

                 

              


      

      
        	
                State/Jurisdiction

              	
                Name
                  of Anti-Predatory Lending

                Law/Effective
                  Date

              	
                Category
                  under

                Applicable
                  Anti-

                Predatory
                  Lending Law

              


      

      
      

    

    
      	
              Florida

            	
              Fair
                Lending Act, Fla. Stat. Ann. §§ 494.0078 etseq.

              Effective
                October 2, 2002

            	
              High
                Cost Home Loan

            
	
              Georgia
                (Oct. 1, 2002 – Mar. 6, 2003)

            	
              Georgia
                Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 etseq.

              Effective
                October 1, 2002 – March 6, 2003

            	
              High
                Cost Home Loan

            
	
              Georgia
                as amended (Mar. 7, 2003 – current)

            	
              Georgia
                Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 etseq.

              Effective
                for loans closed on or after March 7, 2003

            	
              High
                Cost Home Loan

            
	
              HOEPA
                Section 32

            	
              Home
                Ownership and Equity Protection Act of 1994, 15 U.S.C. § 1639, 12 C.F.R.
                §§ 226.32 and 226.34

              Effective
                October 1, 1995, amendments October 1, 2002

            	
              High
                Cost Loan

            
	
              Illinois

            	
              High
                Risk Home Loan Act, Ill. Comp. Stat. tit. 815, §§ 137/5 etseq.

              Effective
                January 1, 2004 (prior to this date, regulations under Residential
                Mortgage License Act effective from May 14, 2001)

            	
              High
                Risk Home Loan

            
	
              Kansas

            	
              Consumer
                Credit Code, Kan. Stat. Ann. §§ 16a-1-101 etseq.

              Sections
                16a-1-301 and 16a-3-207 became effective April 14, 1999; Section
                16a-3-308a became effective July 1, 1999

            	
              High
                Loan to Value Consumer Loan (id. § 16a-3-207) and;

            
	
              High
                APR Consumer Loan (id. § 16a-3-308a)

            
	
              Kentucky

            	
              2003
                KY H.B. 287 – High Cost Home Loan Act, Ky. Rev. Stat. §§ 360.100 etseq.

              Effective
                June 24, 2003

            	
              High
                Cost Home Loan

            


    

     

     

    
      
         

      

      
        Q-2

        
          

        

      

      
         

      

    

     

    
      


      
        	
                Standard
                  & Poor’s High Cost Loan Categorization

                 

              


      

      
        	
                State/Jurisdiction

              	
                Name
                  of Anti-Predatory Lending

                Law/Effective
                  Date

              	
                Category
                  under

                Applicable
                  Anti-

                Predatory
                  Lending Law

              


      

      
      

    

    
      	
              Maine

            	
              Truth
                in Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101 etseq.

              Effective
                September 29, 1995 and as amended from time to time

            	
              High
                Rate High Fee Mortgage

            
	
              Massachusetts

            	
              Part
                40 and Part 32, 209 C.M.R. §§ 32.00 et seq. and 209 C.M.R. §§ 40.01
                etseq.

              Effective
                March 22, 2001 and amended from time to time

            	
              High
                Cost Home Loan

            
	
              Nevada

            	
              Assembly
                Bill No. 284, Nev. Rev. Stat. §§ 598D.010 etseq.

              Effective
                October 1, 2003

            	
              Home
                Loan

            
	
              New
                Jersey

            	
              New
                Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                etseq.

              Effective
                for loans closed on or after November 27, 2003

            	
              High
                Cost Home Loan

            
	
              New
                Mexico

            	
              Home
                Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 etseq.

              Effective
                as of January 1, 2004; Revised as of February 26, 2004

            	
              High
                Cost Home Loan

            
	
              New
                York

            	
              N.Y.
                Banking Law Article 6-l

              Effective
                for applications made on or after April 1, 2003

            	
              High
                Cost Home Loan

            
	
              North
                Carolina

            	
              Restrictions
                and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E
                etseq.

              Effective
                July 1, 2000; amended October 1, 2003 (adding open-end lines of
                credit)

            	
              High
                Cost Home Loan

            
	
              Ohio

            	
              H.B.
                386 (codified in various sections of the Ohio Code), Ohio Rev. Code
                Ann.
                §§ 1349.25 etseq.

              Effective
                May 24, 2002

            	
              Covered
                Loan

            


    

     

    
      
         

      

      
        Q-3

        
          

        

      

      
         

      

    

     

    
      
        	
                Standard
                  & Poor’s High Cost Loan Categorization

                 

              


      

      
        	
                State/Jurisdiction

              	
                Name
                  of Anti-Predatory Lending

                Law/Effective
                  Date

              	
                Category
                  under

                Applicable
                  Anti-

                Predatory
                  Lending Law

              


      

      
      

    

    
      	
              Oklahoma

            	
              Consumer
                Credit Code (codified in various sections of Title 14A)

              Effective
                July 1, 2000; amended effective January 1, 2004

            	
              Subsection
                10 Mortgage

            
	
              South
                Carolina

            	
              South
                Carolina High Cost and Consumer Home Loans 

              Act,
                S.C. Code Ann. §§ 37-23-10 etseq.

              Effective
                for loans taken on or after January 1, 2004

            	
              High
                Cost Home Loan

            
	
              West
                Virginia

            	
              West
                Virginia Residential Mortgage Lender, Broker and Servicer Act,
                

              W.
                Va. Code Ann. §§ 31-17-1 etseq.

              Effective
                June 5, 2002

            	
              West
                Virginia Mortgage Loan Act Loan

            


    

     

    


     

    Standard
      & Poor’s Covered Loan Categorization

     

    
      
        	
                State/Jurisdiction

              	
                Name
                  of Anti-Predatory Lending

                Law/Effective
                  Date

              	
                Category
                  under

                Applicable
                  Anti-

                Predatory
                  Lending Law

              


      

      
      

    

    
      	
              Georgia
                (Oct. 1, 2002 – Mar. 6, 2003)

            	
              Georgia
                Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 etseq.

              Effective
                October 1, 2002 – March 6, 2003

            	
              Covered
                Loan

            
	
              New
                Jersey

            	
              New
                Jersey Home Ownership Security Act of 2002, 

              N.J.
                Rev. Stat. §§ 46:10B-22 etseq.

              Effective
                November 27, 2003 – July 5, 2004

            	
              Covered
                Home Loan

            


    

     

    
      
         

      

      
        Q-4

        
          

        

      

      
         

      

    

     

    
      	
              Standard
                & Poor’s Home Loan Categorization

               

            


    

    
      
        	
                State/Jurisdiction

              	
                Name
                  of Anti-Predatory Lending

                Law/Effective
                  Date

              	
                Category
                  under

                Applicable
                  Anti-

                Predatory
                  Lending Law

              


      

      
      

    

    
      	
              Georgia
                (Oct. 1, 2002 – Mar. 6, 2003)

            	
              Georgia
                Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 etseq.

              Effective
                October 1, 2002 – March 6, 2003

            	
              Home
                Loan

            
	
              New
                Jersey

            	
              New
                Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                etseq.

              Effective
                for loans closed on or after November 27, 2003

            	
              Home
                Loan

            


    

    
      	
              New
                Mexico

            	
              Home
                Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 etseq.

              Effective
                as of January 1, 2004; Revised as of February 26, 2004

            	
              Home
                Loan

            
	
              North
                Carolina

            	
              Restrictions
                and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E
                etseq.

              Effective
                July 1, 2000; amended October 1, 2003 (adding open-end lines of
                credit)

            	
              Consumer
                Home Loan

            
	
              South
                Carolina

            	
              South
                Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann. §§ 37-23-10
                etseq.

              Effective
                for loans taken on or after January 1, 2004

            	
              Consumer
                Home Loan

            


    

     

     

     

    
      
         

      

      
        Q-5

        
          

        

      

      
         

      

    

    
 

    EXHIBIT
      R

    


    [Reserved]

     

     

    
      
         

      

      
        R-1

        
          

        

      

      
         

      

    

     

    EXHIBIT
      S-1

    


    [Reserved]

     

     

    
       

      
        
           

        

        
          S-1-1

          
            

          

        

        
           

        

      

    

    
 

    EXHIBIT
      S-2

    


    [Reserved]

     

    
       

      
        
           

        

        
          S-2-1

          
            

          

        

        
           

        

      

    

     

     

    EXHIBIT
      T

     

    [FORM
      OF]
      OFFICER’S CERTIFICATE WITH RESPECT TO PREPAYMENTS

     

    MORTGAGE
      BACKED CERTIFICATES,

     

    Series
      200_-__

     

    [Date]

    


    Via
      Facsimile

    


    __________________,

    as
      Trustee

    _______________

    _______________________

     

    


    Dear
      Sir
      or Madam:

    


    Reference
      is made to the Pooling and Servicing Agreement, dated as of _________, 200_,
      (the “Pooling and Servicing Agreement”) among [CWALT, Inc.], as Depositor,
      [Countrywide Home Loans, Inc.], as a Seller, [Park Granada LLC], as a Seller,
      [Park Monaco Inc.], as a Seller, [Park Sienna LLC], as a Seller, [Countrywide
      Home Loans Servicing LP], as Master Servicer and __________________, as
      Trustee.  Capitalized terms used herein shall have the meanings
      ascribed to such terms in the Pooling and Servicing Agreement.

     

    __________________
      hereby certifies that he/she is a Servicing Officer, holding the office set
      forth beneath his/her name and hereby further certifies as follows:

     

    With
      respect to the Distribution Date in _________ 200_ and each Mortgage Loan set
      forth in the attached schedule:

     

    1.
      A
      Principal Prepayment in full or in part was received during the related
      Prepayment Period;

     

    2.
      Any
      Prepayment Charge due under the terms of the Mortgage Note with respect to
      such
      Principal Prepayment was or was not, as indicated on the attached schedule
      using
“Yes” or “No”, received from the Mortgagor and deposited in the Certificate
      Account;

     

    3.
      As to
      each Mortgage Loan set forth on the attached schedule for which all or part
      of
      the Prepayment Charge required in connection with the Principal Prepayment
      was
      waived by the Master Servicer, such waiver was, as indicated on the attached
      schedule, based upon:

     

    (i)
      the
      Master Servicer’s determination that such waiver would maximize recovery of
      Liquidation Proceeds for such Mortgage Loan, taking into account the value
      of
      such Prepayment Charge, or

     

    (ii)(A)
      the enforceability thereof is limited (1) by bankruptcy, insolvency, moratorium,
      receivership, or other similar law relating to creditors’ rights generally or
      (2) due to 

     

     

    
      
         

      

      
        T-1

        
          

        

      

      
         
              
        acceleration in connection with a foreclosure or other involuntary payment,
        or
        (B) the enforceability is otherwise limited or prohibited by applicable law;
        and

    

     

    4.
      We
      certify that all amounts due in connection with the waiver of a Prepayment
      Charge inconsistent with clause 3 above which are required to be deposited
      by
      the Master Servicer pursuant to Section 3.19 of the Pooling and Servicing
      Agreement, have been or will be so deposited.

     

    
      	
               

            	
              [COUNTRYWIDE
                HOME LOANS, INC.],

            


    

    
      	
               

            	
                  
                as Master Servicer

            


    

     

     

    
      
         

      

      
        T-2

        
          

        

      

      
         

      

    

     

     

    SCHEDULE
      OF MORTGAGE LOANS FOR WHICH A PREPAYMENT WAS RECEIVED DURING THE RELATED
      PREPAYMENT PERIOD

     

    
      	
              Loan
                Number

            	
              Clause
                2:  Yes/No

            	
              Clause
                3:  (i) or (ii)

            
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


    

    


    


    
      
         

      

      
        T-3

        
          

        

      

      
         

      

    

     

    EXHIBIT
      U

     

    MONTHLY
      STATEMENT

     

    [On
      file
      with Trustee]

     

     

     

    
      
         

      

      
        U-1

        
          

        

      

      
         

      

    

     

    EXHIBIT
      V-1

     

    [FORM
      OF]
      PERFORMANCE CERTIFICATION

     

    (Servicer)

     

    [On
      file
      with Trustee]

     

    


    
      
         

      

      
        V-1-1

        
          

        

      

      
         

      

    

    


     

    EXHIBIT
      V-2

     

    [FORM
      OF]
      PERFORMANCE CERTIFICATION

     

    (Trustee)

     

    [On
      file
      with Trustee]

     

     

     

    
      
         

      

      
        V-2-1

        
          

        

      

      
         

      

    

    
 

    EXHIBIT
      W

    


    [FORM
      OF]

    SERVICING
      CRITERIA TO BE ADDRESSED IN

    ASSESSMENT
      OF COMPLIANCE STATEMENT

    


    The
      assessment of compliance to be delivered by [the Master Servicer] [Trustee]
      [Name of Subservicer] shall address, at a minimum, the criteria identified
      as
      below as “Applicable Servicing Criteria”:

     

    


    
      	
              Servicing
                Criteria

            	
              Applicable
                Servicing Criteria

            
	
              Reference

            	
              Criteria

            	 
	 	
              General
                Servicing Considerations

            	 


    

    
      	
              1122(d)(1)(i)

            	
              Policies
                and procedures are instituted to monitor any performance or other
                triggers
                and events of default in accordance with the transaction
                agreements.

            	 
	
              1122(d)(1)(ii)

            	
              If
                any material servicing activities are outsourced to third parties,
                policies and procedures are instituted to monitor the third party’s
                performance and compliance with such servicing activities.

            	 
	
              1122(d)(1)(iii)

            	
              Any
                requirements in the transaction agreements to maintain a back-up
                servicer
                for the mortgage loans are maintained.

            	 
	
              1122(d)(1)(iv)

            	
              A
                fidelity bond and errors and omissions policy is in effect on the
                party
                participating in the servicing function throughout the reporting
                period in
                the amount of coverage required by and otherwise in accordance with
                the
                terms of the transaction agreements.

            	 
	 	
              Cash
                Collection and Administration

            	 
	
              1122(d)(2)(i)

            	
              Payments
                on mortgage loans are deposited into the appropriate custodial bank
                accounts and related bank clearing accounts no more than two business
                days
                following receipt, or such other number of days specified in the
                transaction agreements.

            	 


    

    
      	
              1122(d)(2)(ii)

            	
              Disbursements
                made via wire transfer on behalf of an obligor or to an investor
                are made
                only by 

            	 


    

     

     

    
      
         

      

      
        W-1

        
          

        

      

      
         

      

    

    

      


      
        	
                Servicing
                  Criteria

              	
                Applicable
                  Servicing Criteria

              
	
                Reference

              	
                Criteria

              	 


      

    

    
      
        	
                 

              	
                authorized
                  personnel.

              	 


      

    

    
      	
              1122(d)(2)(iii)

            	
              Advances
                of funds or guarantees regarding collections, cash flows or distributions,
                and any interest or other fees charged for such advances, are made,
                reviewed and approved as specified in the transaction
                agreements.

            	 
	
              1122(d)(2)(iv)

            	
              The
                related accounts for the transaction, such as cash reserve accounts
                or
                accounts established as a form of overcollateralization, are separately
                maintained (e.g., with respect to commingling of cash) as set forth
                in the
                transaction agreements.

            	 
	
              1122(d)(2)(v)

            	
              Each
                custodial account is maintained at a federally insured depository
                institution as set forth in the transaction agreements. For purposes
                of
                this criterion, “federally insured depository institution” with respect to
                a foreign financial institution means a foreign financial institution
                that
                meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                Act.

            	 
	
              1122(d)(2)(vi)

            	
              Unissued
                checks are safeguarded so as to prevent unauthorized
                access.

            	 
	
              1122(d)(2)(vii)

            	
              Reconciliations
                are prepared on a monthly basis for all asset-backed securities related
                bank accounts, including custodial accounts and related bank clearing
                accounts. These reconciliations are (A) mathematically accurate;
                (B)
                prepared within 30 calendar days after the bank statement cutoff
                date, or
                such other number of days specified in the transaction agreements;
                (C)
                reviewed and approved by someone other than the person who prepared
                the
                reconciliation; and (D) contain explanations for reconciling items.
                These
                reconciling items are resolved within 90 calendar days of their original
                identification, or such other number of days specified in the transaction
                agreements.

            	 
	 	
              Investor
                Remittances and Reporting

            	 


    

    
      	
              1122(d)(3)(i)

            	
              Reports
                to investors, including those to be filed

            	 


    

    
    

     

    
       

       

      
        
           

        

        
          W-2

          
            

          

        

        
           

        

      

      

        


        
          	
                  Servicing
                    Criteria

                	
                  Applicable
                    Servicing Criteria

                
	
                  Reference

                	
                  Criteria

                	 


        

      

      
        	
                 

              	
                with
                  the Commission, are maintained in accordance with the transaction
                  agreements and applicable Commission requirements. Specifically,
                  such
                  reports (A) are prepared in accordance with timeframes and other
                  terms set
                  forth in the transaction agreements; (B) provide information calculated
                  in
                  accordance with the terms specified in the transaction agreements;
                  (C) are
                  filed with the Commission as required by its rules and regulations;
                  and
                  (D) agree with investors’ or the trustee’s records as to the total unpaid
                  principal balance and number of mortgage loans serviced by the
                  Servicer.

              	 


      

      
      

    

    
      	
              1122(d)(3)(ii)

            	
              Amounts
                due to investors are allocated and remitted in accordance with timeframes,
                distribution priority and other terms set forth in the transaction
                agreements.

            	 
	
              1122(d)(3)(iii)

            	
              Disbursements
                made to an investor are posted within two business days to the Servicer’s
                investor records, or such other number of days specified in the
                transaction agreements.

            	 
	
              1122(d)(3)(iv)

            	
              Amounts
                remitted to investors per the investor reports agree with cancelled
                checks, or other form of payment, or custodial bank
                statements.

            	 
	 	
              Pool
                Asset Administration

            	 
	
              1122(d)(4)(i)

            	
              Collateral
                or security on mortgage loans is maintained as required by the transaction
                agreements or related mortgage loan documents.

            	 
	
              1122(d)(4)(ii)

            	
              Mortgage
                loan and related documents are safeguarded as required by the transaction
                agreements.

            	 
	
              1122(d)(4)(iii)

            	
              Any
                additions, removals or substitutions to the asset pool are made,
                reviewed
                and approved in accordance with any conditions or requirements in
                the
                transaction agreements.

            	 


    

    
      	
              1122(d)(4)(iv)

            	
              Payments
                on mortgage loans, including any payoffs, made in accordance with
                the
                related mortgage loan documents are posted to the 

            	 


    

     

     

    
      
         

      

      
        W-3

        
          

        

      

      
         

      

    

     

    
      
        


        
          	
                  Servicing
                    Criteria

                	
                  Applicable
                    Servicing Criteria

                
	
                  Reference

                	
                  Criteria

                	 


        

      

      
        	
                 

              	
                Servicer’s
                  obligor records maintained no more than two business days after
                  receipt,
                  or such other number of days specified in the transaction agreements,
                  and
                  allocated to principal, interest or other items (e.g., escrow)
                  in
                  accordance with the related mortgage loan documents.

              	 


      

    

    
      	
              1122(d)(4)(v)

            	
              The
                Servicer’s records regarding the mortgage loans agree with the Servicer’s
                records with respect to an obligor’s unpaid principal
                balance.

            	 
	
              1122(d)(4)(vi)

            	
              Changes
                with respect to the terms or status of an obligor's mortgage loans
                (e.g.,
                loan modifications or re-agings) are made, reviewed and approved
                by
                authorized personnel in accordance with the transaction agreements
                and
                related pool asset documents.

            	 
	
              1122(d)(4)(vii)

            	
              Loss
                mitigation or recovery actions (e.g., forbearance plans, modifications
                and
                deeds in lieu of foreclosure, foreclosures and repossessions, as
                applicable) are initiated, conducted and concluded in accordance
                with the
                timeframes or other requirements established by the transaction
                agreements.

            	 
	
              1122(d)(4)(viii)

            	
              Records
                documenting collection efforts are maintained during the period a
                mortgage
                loan is delinquent in accordance with the transaction agreements.
                Such
                records are maintained on at least a monthly basis, or such other
                period
                specified in the transaction agreements, and describe the entity’s
                activities in monitoring delinquent mortgage loans including, for
                example,
                phone calls, letters and payment rescheduling plans in cases where
                delinquency is deemed temporary (e.g., illness or
                unemployment).

            	 
	
              1122(d)(4)(ix)

            	
              Adjustments
                to interest rates or rates of return for mortgage loans with variable
                rates are computed based on the related mortgage loan
                documents.

            	 


    

    
      	
              1122(d)(4)(x)

            	
              Regarding
                any funds held in trust for an obligor (such as escrow accounts):
                (A) such
                funds are analyzed, in accordance with the obligor’s 

            	 


    

     

     

    
      
         

      

      
        W-4

        
          

        

      

      
         

      

    

    
      
         

        
          
            


            
              	
                      Servicing
                        Criteria

                    	
                      Applicable
                        Servicing Criteria

                    
	
                      Reference

                    	
                      Criteria

                    	 


            

          

        

      

      
        	
                1122(d)(4)(x)

              	
                mortgage
                  loan documents, on at least an annual basis, or such other period
                  specified in the transaction agreements; (B) interest on such funds
                  is
                  paid, or credited, to obligors in accordance with applicable mortgage
                  loan
                  documents and state laws; and (C) such funds are returned to the
                  obligor
                  within 30 calendar days of full repayment of the related mortgage
                  loans,
                  or such other number of days specified in the transaction
                  agreements.

              	 


      

    

    
      	
              1122(d)(4)(xi)

            	
              Payments
                made on behalf of an obligor (such as tax or insurance payments)
                are made
                on or before the related penalty or expiration dates, as indicated
                on the
                appropriate bills or notices for such payments, provided that such
                support
                has been received by the servicer at least 30 calendar days prior
                to these
                dates, or such other number of days specified in the transaction
                agreements.

            	 
	
              1122(d)(4)(xii)

            	
              Any
                late payment penalties in connection with any payment to be made
                on behalf
                of an obligor are paid from the servicer’s funds and not charged to the
                obligor, unless the late payment was due to the obligor’s error or
                omission.

            	 
	
              1122(d)(4)(xiii)

            	
              Disbursements
                made on behalf of an obligor are posted within two business days
                to the
                obligor’s records maintained by the servicer, or such other number of days
                specified in the transaction agreements.

            	 
	
              1122(d)(4)(xiv)

            	
              Delinquencies,
                charge-offs and uncollectible accounts are recognized and recorded
                in
                accordance with the transaction agreements.

            	 
	
              1122(d)(4)(xv)

            	
              Any
                external enhancement or other support, identified in Item 1114(a)(1)
                through (3) or Item 1115 of Regulation AB, is maintained as set forth
                in
                the transaction agreements.

            	 
	 	 	 


    

    


     

    
      
         

      

      
        W-5

        
          

        

      

      
         

      

    

                                                                                 
      [NAME OF MASTER SERVICER] [NAME OF 

                                                                                 
      TRUSTEE] [NAME OF CO-TRUSTEE] [NAME 

                                                                                  OF
      SUBSERVICER]

     

                                                                                 
      Date:  _________________________

     

    


     

                                                                                 
      By:  ________________________________

                                                                                                                                                                           
Name:

                                                                                
                                                                                                
Title:

     

    


    
      
         

      

      
        W-6

        
          

        

      

      
         

      

    

    


     

    EXHIBIT
      X

     

    [FORM
      OF]
      LIST OF ITEM 1119 PARTIES

     

    ALTERNATIVE
      LOAN TRUST 200_-__

     

    MORTGAGE
      PASS-THROUGH CERTIFICATES,

    Series
      200_-__

     

    [Date]

    


    
      	
              Party

            	
              Contact
                Information

            
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


    

     

     

    
      
         

      

      
        X-1

        
          

        

      

      
         

      

    

    
 

    EXHIBIT
      Y

    


    FORM
      OF
      SARBANES-OXLEY CERTIFICATION

    (REPLACEMENT
      OF MASTER SERVICER)

     

     

    Y-1