Exhibit 10.109c

EXECUTION

FIRST AMENDMENT  TO THE FIVE-YEAR CREDIT AGREEMENT

This FIRST AMENDMENT to the FIVE-YEAR CREDIT AGREEMENT (this "Amendment") is made and dated as of
May 9, 2007 by and among Countrywide Home Loans, Inc., a New York corporation ("CHL"), Countrywide Financial Corporation, a Delaware
corporation ("CFC") and William Street Credit Corporation, as the Lender ("Lender").

W  I  T  N  E  S  S  E  T  H:

WHEREAS, CFC, CHL and the Lender are parties to the Five-Year Credit Agreement, dated as of May 10, 2006 (as amended or supplemented, the
"Credit Agreement");

WHEREAS,
CFC and CHL have requested that the Lender agree to make certain amendments relating to the Credit Agreement as set forth herein; and

WHEREAS,
the Lender is willing to agree to such amendments, in each case subject to the terms and conditions set forth herein.

NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby
agree as follows:





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3.     Amendments
to Section 5.01 (Financial Statements; Ratings Change and Other Information). (a) Section 5.01(a)(i) of the Credit Agreement is hereby
amended by deleting the words "statements of operations, stockholders' equity and cash flows" and inserting in lieu thereof "statements of earnings, changes in stockholder's equity and cash flows".



4.Amendments to Section 5.11 (Compliance with Regulatory Requirements).    The first sentence of
Section 5.11 of the Credit Agreement is hereby amended to read in its entirety as follows:



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5.Amendments to Section 6.01 (Financial Condition Covenants).    The text of Section 6.01 of the
Credit Agreement is hereby amended to read in its entirety as follows:



6.Amendment to Article X (Miscellaneous) of the Credit Agreement.    Article X of the Credit
Agreement is hereby amended by adding the following new Section 10.14:



7.Reaffirmation of Credit Documents.    Each of CFC and CHL hereby affirms and agrees that: (a) other than
as expressly set forth herein, the execution and delivery by CFC and CHL of and the performance of its obligations under this Amendment shall not in any way amend, impair, invalidate or otherwise
affect any of the obligations of CFC or CHL, or the rights of the Lender, under the Credit Agreement and each other Loan Document or any other document or instrument made or given by CFC or CHL in
connection therewith, (b) the term "Obligations" as used in the Loan Documents includes, without limitation, the Obligations of CFC and CHL under the Credit Agreement as amended hereby and
(c) except as expressly amended hereby, the Loan Documents remain in full force and effect as written.

8.Effective Date.    This Amendment shall be effective on and as of the day and year first above written (the
"Effective Date") subject to the delivery to the Lender of the following:



9.Counterparts.    This Amendment may be executed in any number of counterparts, each of which when so executed
shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

10.Representations and Warranties.    Each of CFC and CHL hereby represents and warrants to the Lender as follows:



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11.Governing Law.    This Amendment and the rights and obligations of the parties hereunder shall be governed by,
and construed and interpreted in accordance with, the laws of the State of New York.

[Signature
pages following]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first above written.

| |  | COUNTRYWIDE FINANCIAL CORPORATION
| |  | ---------------------------------
| |  | By                               
| |  | COUNTRYWIDE HOME LOANS, INC.     
| |  | By                               
| |  | WILLIAM STREET CREDIT CORPORATION
| |  | By                               

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