efc7-1883_ex41.htm


    
      Exhibit
        4.1

       

      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 June 1, 2007

      ___________________________________

       

      ALTERNATIVE
        LOAN TRUST 2007-OA8

       

      MORTGAGE
        PASS-THROUGH CERTIFICATES, SERIES 2007-OA8

       

       

       

      
        
          

        

      

                                                    

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                TABLE
                  OF CONTENTS

              
	
                Page

              
	 	 	 
	
                ARTICLE
                  I

                DEFINITIONS

              
	 	 	 
	
                SECTION
                  1.01.

              	
                Defined
                  Terms.

              	
                1

              
	
                SECTION
                  1.02.

              	
                Certain
                  Interpretive Provisions.

              	
                37

              
	 
	
                ARTICLE
                  II

                CONVEYANCE
                  OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES

              
	 	 	 
	
                SECTION
                  2.01.

              	
                Conveyance
                  of Mortgage Loans

              	
                38

              
	
                SECTION
                  2.02.

              	
                Acceptance
                  by Trustee of the Mortgage Loans.

              	
                42

              
	
                SECTION
                  2.03.

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

              	
                44

              
	
                SECTION
                  2.04.

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

              	
                46

              
	
                SECTION
                  2.05.

              	
                Delivery
                  of Opinion of Counsel in Connection with Substitutions.

              	
                47

              
	
                SECTION
                  2.06.

              	
                Execution
                  and Delivery of Certificates.

              	
                47

              
	
                SECTION
                  2.07.

              	
                REMIC
                  Matters.

              	
                48

              
	
                SECTION
                  2.08.

              	
                Covenants
                  of the Master Servicer.

              	
                48

              
	 
	
                ARTICLE
                  III

                ADMINISTRATION
                  AND SERVICING OF MORTGAGE LOANS

              
	 	 	 
	
                SECTION
                  3.01.

              	
                Master
                  Servicer to Service Mortgage Loans.

              	
                49

              
	
                SECTION
                  3.02.

              	
                Subservicing;
                  Enforcement of the Obligations of Servicers.

              	
                50

              
	
                SECTION
                  3.03.

              	
                Rights
                  of the Depositor, the NIM Insurer and the Trustee in Respect of
                  the Master
                  Servicer.

              	
                50

              
	
                SECTION
                  3.04.

              	
                Trustee
                  to Act as Master Servicer.

              	
                51

              
	
                SECTION
                  3.05.

              	
                Collection
                  of Mortgage Loan Payments; Certificate Account; Distribution Account;
                  Carryover Reserve Fund; Principal Reserve Fund; Supplemental Interest
                  Trust and Corridor Contract Reserve Fund.

              	
                51

              
	
                SECTION
                  3.06.

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

              	
                55

              
	
                SECTION
                  3.07.

              	
                Access
                  to Certain Documentation and Information Regarding the Mortgage
                  Loans.

              	
                56

              
	
                SECTION
                  3.08.

              	
                Permitted
                  Withdrawals from the Certificate Account, the Distribution Account,
                  the
                  Carryover Reserve Fund; the Principal Reserve Fund and the Corridor
                  Contract Reserve Fund.

              	
                57

              
	
                SECTION
                  3.09.

              	
                Maintenance
                  of Hazard Insurance; Maintenance of Primary Insurance
                  Policies.

              	
                59

              
	
                SECTION
                  3.10.

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

              	
                60

              


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        	
                SECTION
                  3.11.

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

              	
                61

              
	
                SECTION
                  3.12.

              	
                Trustee
                  to Cooperate; Release of Mortgage Files.

              	
                65

              
	
                SECTION
                  3.13.

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

              	
                66

              
	
                SECTION
                  3.14.

              	
                Servicing
                  Compensation.

              	
                66

              
	
                SECTION
                  3.15.

              	
                Access
                  to Certain Documentation.

              	
                67

              
	
                SECTION
                  3.16.

              	
                Annual
                  Statement as to Compliance.

              	
                67

              
	
                SECTION
                  3.17.

              	
                Errors
                  and Omissions Insurance; Fidelity Bonds.

              	
                68

              
	
                SECTION
                  3.18.

              	
                Notification
                  of Adjustments.

              	
                68

              
	
                SECTION
                  3.19.

              	
                Corridor
                  Contracts.

              	
                68

              
	
                SECTION
                  3.20.

              	
                Prepayment
                  Charges.

              	
                69

              
	 
	
                ARTICLE
                  IV

                DISTRIBUTIONS
                  AND ADVANCES BY THE MASTER SERVICER

              
	 	 	 
	
                SECTION
                  4.01.

              	
                Advances.

              	
                71

              
	
                SECTION
                  4.02.

              	
                Priorities
                  of Distribution.

              	
                72

              
	
                SECTION
                  4.03.

              	
                [Reserved].

              	
                76

              
	
                SECTION
                  4.04.

              	
                [Reserved].

              	
                76

              
	
                SECTION
                  4.05.

              	
                [Reserved].

              	
                76

              
	
                SECTION
                  4.06.

              	
                Monthly
                  Statements to Certificateholders.

              	
                76

              
	
                SECTION
                  4.07.

              	
                Determination
                  of Pass-Through Rates for COFI Certificates.

              	
                77

              
	
                SECTION
                  4.08.

              	
                Determination
                  of Pass-Through Rates for LIBOR Certificates.

              	
                78

              
	
                SECTION
                  4.09.

              	
                Determination
                  of MTA.

              	
                79

              
	 
	
                ARTICLE
                  V

                THE
                  CERTIFICATES

              
	 	 	 
	
                SECTION
                  5.01.

              	
                The
                  Certificates.

              	
                81

              
	
                SECTION
                  5.02.

              	
                Certificate
                  Register; Registration of Transfer and Exchange of
                  Certificates.

              	
                82

              
	
                SECTION
                  5.03.

              	
                Mutilated,
                  Destroyed, Lost or Stolen Certificates.

              	
                87

              
	
                SECTION
                  5.04.

              	
                Persons
                  Deemed Owners.

              	
                87

              
	
                SECTION
                  5.05.

              	
                Access
                  to List of Certificateholders’ Names and Addresses.

              	
                87

              
	
                SECTION
                  5.06.

              	
                Maintenance
                  of Office or Agency.

              	
                88

              
	 
	
                ARTICLE
                  VI

                THE
                  DEPOSITOR AND THE MASTER SERVICER

              
	 	 	 
	
                SECTION
                  6.01.

              	
                Respective
                  Liabilities of the Depositor and the Master Servicer.

              	
                89

              
	
                SECTION
                  6.02.

              	
                Merger
                  or Consolidation of the Depositor or the Master Servicer.

              	
                89

              
	
                SECTION
                  6.03.

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

              	
                89

              
	
                SECTION
                  6.04.

              	
                Limitation
                  on Resignation of Master Servicer.

              	
                90

              


      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      
        	
                ARTICLE
                  VII

                DEFAULT

              
	 	 	 
	
                SECTION
                  7.01.

              	
                Events
                  of Default.

              	
                91

              
	
                SECTION
                  7.02.

              	
                Trustee
                  to Act; Appointment of Successor.

              	
                93

              
	
                SECTION
                  7.03.

              	
                Notification
                  to Certificateholders.

              	
                94

              
	 
	
                ARTICLE
                  VIII

                CONCERNING
                  THE TRUSTEE

              
	 	 	 
	
                SECTION
                  8.01.

              	
                Duties
                  of Trustee.

              	
                95

              
	
                SECTION
                  8.02.

              	
                Certain
                  Matters Affecting the Trustee.

              	
                96

              
	
                SECTION
                  8.03.

              	
                Trustee
                  Not Liable for Certificates or Mortgage Loans.

              	
                97

              
	
                SECTION
                  8.04.

              	
                Trustee
                  May Own Certificates.

              	
                97

              
	
                SECTION
                  8.05.

              	
                Trustee’s
                  Fees and Expenses.

              	
                97

              
	
                SECTION
                  8.06.

              	
                Eligibility
                  Requirements for Trustee.

              	
                98

              
	
                SECTION
                  8.07.

              	
                Resignation
                  and Removal of Trustee.

              	
                98

              
	
                SECTION
                  8.08.

              	
                Successor
                  Trustee.

              	
                99

              
	
                SECTION
                  8.09.

              	
                Merger
                  or Consolidation of Trustee.

              	
                100

              
	
                SECTION
                  8.10.

              	
                Appointment
                  of Co-Trustee or Separate Trustee.

              	
                100

              
	
                SECTION
                  8.11.

              	
                Tax
                  Matters.

              	
                102

              
	
                SECTION
                  8.12.

              	
                Monitoring
                  of Significance Percentage.

              	
                104

              
	 
	
                ARTICLE
                  IX

                TERMINATION

              
	 	 	 
	
                SECTION
                  9.01.

              	
                Termination
                  upon Liquidation or Purchase of all Mortgage Loans.

              	
                105

              
	
                SECTION
                  9.02.

              	
                Final
                  Distribution on the Certificates.

              	
                105

              
	
                SECTION
                  9.03.

              	
                Additional
                  Termination Requirements.

              	
                107

              
	 
	
                ARTICLE
                  X

                MISCELLANEOUS
                  PROVISIONS

              
	 	 	 
	
                SECTION
                  10.01.

              	
                Amendment.

              	
                108

              
	
                SECTION
                  10.02.

              	
                Recordation
                  of Agreement; Counterparts.

              	
                109

              
	
                SECTION
                  10.03.

              	
                Governing
                  Law.

              	
                110

              
	
                SECTION
                  10.04.

              	
                Intention
                  of Parties.

              	
                110

              
	
                SECTION
                  10.05.

              	
                Notices.

              	
                111

              
	
                SECTION
                  10.06.

              	
                Severability
                  of Provisions.

              	
                112

              
	
                SECTION
                  10.07.

              	
                Assignment.

              	
                113

              
	
                SECTION
                  10.08.

              	
                Limitation
                  on Rights of Certificateholders.

              	
                113

              
	
                SECTION
                  10.09.

              	
                Inspection
                  and Audit Rights.

              	
                114

              
	
                SECTION
                  10.10.

              	
                Certificates
                  Nonassessable and Fully Paid.

              	
                114

              
	
                SECTION
                  10.11.

              	
                [Reserved].

              	
                114

              
	
                SECTION
                  10.12.

              	
                Protection
                  of Assets.

              	
                114

              
	
                SECTION
                  10.13.

              	
                Rights
                  of the NIM Insurer.

              	
                114

              


      

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

       

      
        	
                ARTICLE
                  XI

                EXCHANGE
                  ACT REPORTING

              
	 	 	 
	
                SECTION
                  11.01.

              	
                Filing
                  Obligations.

              	
                116

              
	
                SECTION
                  11.02.

              	
                Form
                  10-D Filings.

              	
                116

              
	
                SECTION
                  11.03.

              	
                Form
                  8-K Filings.

              	
                117

              
	
                SECTION
                  11.04.

              	
                Form
                  10-K Filings.

              	
                117

              
	
                SECTION
                  11.05.

              	
                Sarbanes-Oxley
                  Certification.

              	
                118

              
	
                SECTION
                  11.06.

              	
                Form
                  15 Filing.

              	
                118

              
	
                SECTION
                  11.07.

              	
                Report
                  on Assessment of Compliance and Attestation.

              	
                119

              
	
                SECTION
                  11.08.

              	
                Use
                  of Subservicers and Subcontractors.

              	
                120

              
	
                SECTION
                  11.09.

              	
                Amendments.

              	
                121

              
	
                SECTION
                  11.10.

              	
                Reconciliation
                  of Accounts.

              	
                121

              


      

      


      
        	
                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

              	
                S-II-C-1

              
	
                Schedule
                  II-D:

              	
                Representations
                  and Warranties of Park Sienna

              	
                S-II-D-1

              
	
                Schedule
                  III-A:

              	
                Representations
                  and Warranties of Countrywide as to all of 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 as to the Park Monaco Mortgage
                  Loans

              	
                S-III-D-1

              
	
                Schedule
                  III-E:

              	
                Representations
                  and Warranties of Park Sienna as to the Park Sienna 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-1

              
	 	 	 
	
                EXHIBITS

              
	 	 	 
	
                Exhibit
                  A:

              	
                Form
                  of Senior 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:

              	
                Form
                  of Class C Certificate

              	
                C-3-1

              
	
                Exhibit
                  D:

              	
                Form
                  of Notional Certificate

              	
                D-1

              
	
                Exhibit
                  E:

              	
                Form
                  of Reverse of Certificates

              	
                E-1

              
	
                Exhibit
                  F:

              	
                Form
                  of Initial Certification of Trustee

              	
                F-1

              
	
                Exhibit
                  G:

              	
                Form
                  of Delay Delivery Certification of Trustee

              	
                G-1

              


      

       

      
        
          
          

        

        
          iv

          
            

          

        

        
          
          

        

      

       

      
        	
                Exhibit
                  H:

              	
                Form
                  of Final Certification of Trustee

              	
                H-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

              
	
                Exhibit
                  L-2:

              	
                Form
                  of ERISA Letter (Covered Certificates)

              	
                L-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:

              	
                [Reserved]

              	
                Q-1

              
	
                Exhibit
                  R:

              	
                Form
                  of Corridor Contract

              	
                R-1-1

              
	
                Exhibit
                  S-1:

              	
                [Reserved]

              	
                S-1-1

              
	
                Exhibit
                  S-2:

              	
                [Reserved]

              	
                S-2-1

              
	
                Exhibit
                  T:

              	
                Officer’s
                  Certificate with respect to Prepayments.

              	
                T-1

              
	
                Exhibit
                  U:

              	
                Form
                  of Monthly Statement

              	
                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 June 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 contained in this Agreement, the
          parties
          to this Agreement 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 Trust
          Fund
          (other than the Carryover Reserve Fund, the Corridor Contracts, the Corridor
          Contract Reserve Fund and the Supplemental Interest Trust), will consist
          of five
          real estate mortgage investment conduits (each a “REMIC” or, in the alternative,
“REMIC 1,” the “Master REMIC,” “REMIC C,” “REMIC 1-P” and “REMIC 2-P”,
          respectively).  Each Certificate, other than the Class C, Class 1-P,
          Class 2-P and Class A-R Certificates, will represent ownership of one or
          more
          regular interests in the Master REMIC for purposes of the REMIC
          Provisions.  The Class C Certificates will represent ownership of the
          sole regular interest in REMIC C and will be entitled to, respectively,
          all
          amounts payable on the assets held by REMIC C.  The Class 1-P and
          Class 2-P Certificates will represent, respectively, ownership of the sole
          regular interest in REMIC 1-P and REMIC 2-P and will be entitled to all
          amounts
          payable on the assets held by REMIC 1-P and REMIC 2-P,
          respectively.  The Class A-R Certificate will represent ownership of
          the sole class of residual interest in each of the REMIC 1 and the Master
          REMIC.  Except as described below, none of the residual interests will
          be entitled to any payments of interest or principal.

         

        REMIC
          C,
          REMIC 1-P and REMIC 2-P will hold as assets, respectively, the Class C,
          Class
          1-P and Class 2-P Interests in the Master REMIC.  The Master REMIC
          will hold as assets the several classes of uncertificated REMIC 1 Interests
          (other than the Class R-1 Interests).  REMIC 1 will hold all the
          assets of Loan Group 1 and Loan Group 2 (other than the Carryover Reserve
          Fund,
          the Corridor Contracts, the Corridor Contract Reserve Fund, and the Supplemental
          Interest Trust).  For federal income tax purposes, each REMIC Interest
          (other than the interests represented by the Class A-R) is hereby designated
          as
          a regular interest.  The latest possible maturity date of all REMIC
          regular interests created hereby shall be the Latest Possible Maturity
          Date.

         

        Master
          REMIC:

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        The
          Master REMIC Certificates will have the original Class Certificate Balances
          and
          Pass-Through Rates as set forth in the following table:

         

        
          	
                  Class

                	 	
                  Original
                    Class Certificate Balance

                	 	 	
                  Pass-Through
                    Rate

                	 	
                  Related
                    REMIC or Certificate

                
	
                  Class 1-A-1

                	 	$	
                  127,393,000

                	 	 	 	(1	)	
                  Class 1-A-1

                
	
                  Class 1-A-2

                	 	$	
                  63,697,000

                	 	 	 	(1	)	
                  Class 1-A-2

                
	
                  Class 1-A-3

                	 	$	
                  21,232,000

                	 	 	 	(1	)	
                  Class 1-A-3

                
	
                  Class 2-A-1

                	 	$	
                  237,855,000

                	 	 	 	(1	)	
                  Class 2-A-1

                
	
                  Class 2-A-2

                	 	$	
                  118,928,000

                	 	 	 	(1	)	
                  Class 2-A-2

                
	
                  Class 2-A-3

                	 	$	
                  39,642,000

                	 	 	 	(1	)	
                  Class 2-A-3

                
	
                  Class
                    X

                	 	$	330,237,311	(2)	 	 	2.00	%	
                  Class
                    X

                
	
                  Class
                    M-1

                	 	$	
                  17,086,000

                	 	 	 	(1	)	
                  Class
                    M-1

                
	
                  Class
                    M-2

                	 	$	
                  11,391,000

                	 	 	 	(1	)	
                  Class
                    M-2

                
	
                  Class
                    M-3

                	 	$	
                  3,350,000

                	 	 	 	(1	)	
                  Class
                    M-3

                
	
                  Class
                    M-4

                	 	$	
                  3,350,000

                	 	 	 	(1	)	
                  Class
                    M-4

                
	
                  Class
                    M-5

                	 	$	
                  3,350,000

                	 	 	 	(1	)	
                  Class
                    M-5

                
	
                  Class
                    M-6

                	 	$	
                  3,350,000

                	 	 	 	(1	)	
                  Class
                    M-6

                
	
                  Class
                    M-7

                	 	$	
                  3,350,000

                	 	 	 	(1	)	
                  Class
                    M-7

                
	
                  Class
                    M-8

                	 	$	
                  3,350,000

                	 	 	 	(1	)	
                  Class
                    M-8

                
	
                  Class
                    M-9

                	 	$	
                  3,350,000

                	 	 	 	(1	)	
                  Class
                    M-9

                
	
                  Class
                    M-10

                	 	$	
                  6,032,000

                	 	 	 	(1	)	
                  Class
                    M-10

                
	
                  Class C

                	 	 	(2	)	 	 	(3	)	
                  REMIC
                    C

                
	
                  Class 1-P

                	 	$	100	(4)	 	 	(5	)	
                  REMIC
                    1-P

                
	
                  Class 2-P

                	 	$	100	(4)	 	 	(6	)	
                  REMIC
                    2-P

                
	
                  Class
                    R-2

                	 	$	
                  100

                	 	 	 	(8	)	
                  Class
                    A-R

                


        

        _______________

        
          	
                  (1)

                	
                  The
                    Certificates will accrue interest at the related Pass-Through
                    Rates
                    identified in this Agreement.  Solely for federal income tax
                    purposes, (a) interest accruals in respect of the LIBOR Certificates
                    will
                    be subject to a cap equal to the product of two and the weighted
                    average
                    of the pass through rates in respect of the Class 1-WAC–X and Class
                    1-WAC-Y Interests, subjecting the Class 1-WAC-Y Interest to a
                    cap equal to
                    zero (the “REMIC Cap”) and (b) all monies received by the LIBOR
                    Certificates in excess of the Net Rate Cap will be treated as
                    a paid
                    pursuant to a limited recourse notional principal contract between
                    such
                    Class and the Class C Certificates as provided in Section
                    8.11.

                


        

         

        
          	
                  (2)

                	
                  This
                    Class has no Class Certificate Balance but will accrue interest
                    on its
                    Notional Amount.  Solely for federal income tax purposes, this
                    Class will have a notional balance equal to the aggregate principal
                    balance of the REMIC 1 Interests other than the 1-1-P, 1-2-P,
                    1-$100 and
                    R-1 Interests.

                


        

         

        
          	
                  (3)

                	
                  The
                    Class X and Class C Interests have no principal balance.  Solely
                    for federal income tax purposes, the Class X Master REMIC Interest
                    will
                    accrue interest at a rate equal to the excess of the Weighted
                    Average
                    Adjusted Net Mortgage Rate over the product of two and the weighted
                    average of the pass through rates in respect of the Class 1-X-X
                    and Class
                    1-X-Y Interests, subjecting the Class 1-X–Y Interest to a cap equal to
                    zero and the Class C Master REMIC Interest will accrue interest
                    at a rate
                    equal to the excess of the Weighted Average Adjusted Net Mortgage
                    Rate
                    over the product of two and the weighted average of the pass
                    through rates
                    in respect of the Class 1-C-X and Class 1-C-Y Interests, subjecting
                    the
                    Class 1-C-Y Interest to a cap equal to
                    zero.

                


        

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

         

        
          	
                  (4)

                	
                  This
                    Class also has a notional balance equal to the aggregate Stated
                    Principal
                    Balance of the Mortgage Loans in the related Loan Group that
                    require the
                    payment of a Prepayment Charge.  The minimum denomination for
                    the Class 1-P and Class 2-P Certificates is a 20% Percentage
                    Interest.  Any Percentage Interest in excess of 20% is an
                    authorized denomination.

                


        

         

        
          	
                  (5)

                	
                  For
                    each Distribution Date the Class 1-P Interests are entitled to
                    all amounts
                    payable with respect to the Class 1-1-P
                    Interest.

                


        

         

        
          	
                  (6)

                	
                  For
                    each Distribution Date the Class 2-P Interests are entitled to
                    all amounts
                    payable with respect to the Class 1-2-P
                    Interest.

                


        

         

        
          	
                  (7)

                	
                  The
                    A-R Interests represent the sole class of residual interest in
                    the Master
                    REMIC.  The Class A-R Interests are not entitled to
                    distributions of interest.

                


        

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

         

        REMIC
          1:

         

        The
          following table specifies the class designation, interest rate, and principal
          amount for each class of REMIC 1 Interests:

         

        
          	
                  The
                    REMIC 1 Interests

                	
                  Initial
                    Principal Balance

                	
                  Interest
                    Rate

                
	
                  1-X-X

                	
                  (1)

                	
                  (2)

                
	
                  1-X-Y

                	
                  (3)

                	
                  (2)

                
	
                  1-WAC–X 

                	
                  (1)

                	
                  (2)

                
	
                  1-WAC–Y

                	
                  (3)

                	
                  (2)

                
	
                  1-C-X 

                	
                  (1)

                	
                  (2)

                
	
                  1-C–Y

                	
                  (3)

                	
                  (2)

                
	
                  1-Support

                	
                  (1)

                	
                  (2)

                
	
                  1-1-P

                	
                  $100

                	
                  (4)

                
	
                  1-2-P

                	
                  $100

                	
                  (5)

                
	
                  1-$100

                	
                  $100

                	
                  (6)

                
	
                  R-1

                	
                  (7)

                	
                  (7)

                


        

        _______________

        
          	
                  (1)

                	
                  Each
                    Class X Lower Tier  REMIC Interest will have an Initial
                    Principal Balance equal to 0.5% of the principal balance of the
                    Mortgage
                    Loans.  The Class 1-Support Interest will have an Initial
                    Principal Balance equal to the excess of the initial aggregate
                    Stated
                    Principal Balance of the Mortgage Loans over the sum of the initial
                    aggregate principal balances of each Class X and Class Y REMIC
                    1 Interest
                    and the Class 1-$100 Interest.

                


        

        


        
          	
                  (2)

                	
                  The
                    Weighted Average Adjusted Net Mortgage
                    Rate.

                


        

        


        
          	
                  (3)

                	
                  The
                    principal balance for each Class Y REMIC 1 Interest on the first
                    Distribution Date will be the related Class Y REMIC 1 Target
                    Principal
                    Balance for such Distribution Date based on the related Class
                    X REMIC 1
                    Interest balance as set forth in Note (1)
                    above.

                


        

         

        
          	
                  (4)

                	
                  For
                    each Distribution Date, this Class will be receive all Prepayment
                    Charges
                    collected in respect of Loan Group
                    1.

                


        

         

        
          	
                  (5)

                	
                  For
                    each Distribution Date, this Class will receive all Prepayment
                    Charges
                    collected in respect of Loan Group
                    2.

                


        

         

        
          	
                  (6)

                	
                  On
                    each Distribution Date, the Class 1-$100 Interest will be receive
                    all
                    distributions in respect of the Class A-R
                    Certificates.

                


        

         

        
          	
                  (7)

                	
                  The
                    R-1 Interest is the sole class of residual interest in REMIC
                    1.  It has no principal balance and pays no principal or
                    interest.

                


        

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

         

        For
          each
          Distribution Date, scheduled and unscheduled principal and Realized Losses
          shall
          be allocated, first, to: (a) each of the Class X REMIC 1 Interests whose
          related
          Class X REMIC 1 Target Principal Balance (as calculated for the Distribution
          Date) is exceeded by the principal balance of such Interest for the prior
          Distribution Date, in such an amount as to cause the principal balance
          of such
          Class X REMIC 1 Interest to equal the related Class X REMIC 1 Target Principal
          Balance (as calculated for the Distribution Date), and (b) each of the
          Class Y
          REMIC 1 Interests whose related Class Y Target Principal Balance (as calculated
          for the Distribution Date) is exceeded by the principal balance of such
          Interest
          for the prior Distribution Date, in such an amount as to cause the principal
          balance of such Class Y REMIC 1 Interest to equal the related Class Y REMIC
          1
          Target Principal Balance (as calculated for the Distribution Date), and
          second,
          to the Class 1-Support Interest.  If there are insufficient scheduled
          and unscheduled principal collections and Realized Losses for such Distribution
          Date to make the allocations required in the immediately preceding sentence,
          interest accrued in respect of the Class 1-Support Interest will be paid
          as
          principal to each of the Class X REMIC 1 and Class Y REMIC 1 Interests
          as
          required in the immediately preceding sentence.  Any remaining
          scheduled and unscheduled principal and Realized Losses shall be allocated
          pro
          rata to the Class X REMIC 1, Class Y REMIC 1 and Class 1-Support Interests
          based
          on their principal balances following the allocations made in the immediately
          preceding two sentences.  Set forth below are designations of Classes
          or Components of Certificates and other defined terms to the categories
          used in
          this Agreement:

         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

         

        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.

         

        Component
          Certificates

         

        None.

         

        Components

         

        None.

         

        Delay
          Certificates

         

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

         

        ERISA-Restricted
          Certificates

         

        The
          Class
          1-A-2, Class 1-A-3, Class 2-A-2 and Class 2-A-3 Certificates, the Subordinated
          Certificates, the Residual Certificates and the Private Certificates; and
          any
          Certificate of a Class that does not or no longer has a rating of at least
          AA-
          or its equivalent from at least one Rating Agency.

         

        Group
          1
          Senior Certificates

         

        The
          Class 1-A-1, Class 1-A-2 and Class 1-A-3 Certificates.

         

        Group
          2
          Senior Certificates

         

        The
          Class 2-A-1, Class 2-A-2 and Class 2-A-3 Certificates.

         

        Inverse
          Floating Rate Certificates

         

        None.

         

        LIBOR
          Certificates

         

        The
          Group
          1 Senior Certificates, Group 2 Senior Certificates and Subordinated
          Certificates.

         

        MTA
          Certificates

         

        None.

         

        Non-Delay
          Certificates

         

        The
          LIBOR
          Certificates.

         

        Notional
          Amount Certificates

         

        Class
          X
          Certificates.

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

         

        Offered
          Certificates

         

        All
          Classes of Certificates other than the Private Certificates.

         

        Physical
          Certificates

         

        The
          Private Certificates and the Residual Certificates.

         

        Planned
          Principal Classes

         

        None.

         

        Planned
          Principal Components

         

        None.

         

        Principal
          Only Certificates

         

        None.

         

        Private
          Certificates

         

        The
          Class
          C, Class 1-P and Class 2-P Certificates.

         

        Rating
          Agencies

         

        S&P
          and Moody’s.

         

        Regular
          Certificates

         

        All
          Classes of Certificates, other than the Residual Certificates.

         

        Residual
          Certificates

         

        The
          Class A-R Certificates.

         

        Scheduled
          Principal Classes

         

        None.

         

        Senior
          Certificates

         

        The
          Group
          1 Senior Certificates, Group 2 Senior Certificates, Class X and Class A-R
          Certificates.

         

        Senior
          LIBOR Certificates

         

        The
          Group
          1 Senior Certificates and Group 2 Senior Certificates.

         

        Subordinated
          Certificates

         

        The
          Class
          M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
          Class M-8
          and Class M-9 and Class M-10 Certificates.

         

        Targeted
          Principal Classes

         

        None.

         

        Underwriter

         

        Banc
          of
          America Securities LLC.

         

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

         

        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

         

        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
          Carryover
          Reserve Fund, the Principal Reserve Fund, the Corridor Contract Reserve
          Fund or
          any other account related to the Trust Fund or the Mortgage Loans.

         

        Accretion
          Directed Classes:  As specified in the Preliminary
          Statement.

         

        Additional
          Carryover Reserve Fund Deposit:  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 Expense Fee
          Rate.

         

        Adjustment
          Date:  A date specified in each Mortgage Note as a date on which
          the Mortgage Rate on the related Mortgage Loan will be adjusted.

         

        Advance:  As
          to each 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 that REO Property),
          less
          the aggregate amount of any such delinquent payments that the Master Servicer
          has determined would constitute a Nonrecoverable Advance if
          advanced.

         

        Agreement:  This
          Pooling and Servicing Agreement and all amendments or supplements to this
          Pooling and Servicing Agreement.

         

        Amount
          Held for Future Distribution:  As to any Distribution Date and
          each 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.

         

        Applied
          Realized Loss Amount:  With respect to any Distribution Date and
          the Offered Certificates (other than the Class X Certificates), the sum
          of the
          Realized Losses which are to be applied in reduction of the Class Certificate
          Balance of any such Class of Certificates pursuant to this Agreement, which,
          in
          the case of the Subordinated Certificates, shall equal the amount, if any,
          by
          which the aggregate Class Certificate Balance of all Offered Certificates
          (after
          all distributions of principal on such Distribution Date) exceeds the aggregate
          Stated Principal Balance of the Mortgage Loans as of the Due Date in the
          month
          in which such Distribution Date occurs (after giving effect to Principal
          Prepayments and Liquidation Proceeds allocated to principal and Subsequent
          Recoveries received in the related Prepayment Period).  With respect
          to each Class of Senior Certificates (other than the Class X Certificates)
          and
          any Distribution Date, the pro rata share (based on the Class Certificate
          Balance of each such Class) of the amount, if any, by which, the aggregate
          Class
          Certificate Balance of the Senior Certificates (after all distributions
          of
          principal on such Distribution Date) exceeds the aggregate Stated Principal
          Balance of the Mortgage Loans as of the Due Date in the month of such
          Distribution Date (after giving effect to Principal Prepayments and Liquidation
          Proceeds allocated to principal and Subsequent Recoveries received in the
          related Prepayment Period).

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        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 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 mortgage 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.

         

        Available
          Funds:  As to any Distribution Date and each Loan Group or
          Sub-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 and net of Prepayment Charges and amounts
          permitted to be withdrawn from the Certificate Account pursuant to clauses
          (i) –
(viii) 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)
– (iii) 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 or Sub-Loan Group, as applicable, the aggregate of the Purchase
          Prices and Substitution Adjustment Amounts deposited on the related Distribution
          Account Deposit Date.

         

        Available
          Funds Rate Cap:  For any Distribution Date and the Class X
          Certificates, , the product of (a) the sum of Available Funds for Sub-Loan
          Group
          X-1 and Sub-Loan Group X-2, and (b) a fraction, the numerator of which
          is 12 and
          the denominator of which is the aggregate Stated Principal Balance of the
          Mortgage Loans in Sub-Loan Group X-1 and Sub-Loan Group X-2 as of the Due
          Date
          occurring in the month preceding the month of that Distribution Date (after
          giving effect to Principal Prepayments in the Prepayment Period related
          to that
          prior Due Date); and

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

         

        For
          any
          Distribution Date and all Classes of LIBOR Certificates, the product of
          (a) the
          sum of Available Funds for both Loan Groups, and (b) a fraction, the numerator
          of which is 12 and the denominator of which is the aggregate Stated Principal
          Balance of the Mortgage Loans as of the Due Date occurring in the month
          preceding the month of that Distribution Date (after giving effect to Principal
          Prepayments in the Prepayment Period related to that prior Due
          Date).

         

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

         

        Blanket
          Mortgage:  The mortgage or mortgages encumbering the Cooperative
          Property.

         

        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.

         

        Capitalized
          Interest Account:  Not applicable.

         

        Carryover
          Reserve Fund:  The separate Eligible Account created and initially
          maintained by the Trustee pursuant to Section 3.05(g) in the name of the
          Trustee
          for the benefit of the Holders of the LIBOR Certificates and designated
“The
          Bank of New York in trust for registered holders of CWALT, Inc., Alternative
          Loan Trust 2007-OA8, Mortgage Pass-Through Certificates, Series
          2007-OA8.”  Funds in the Carryover Reserve Fund shall be held in trust
          for the Holders of the LIBOR Certificates for the uses and purposes set
          forth in
          this Agreement.

         

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

         

        Certification
          Party:  As defined in Section 11.05.

         

        Certifying
          Person:  As defined in Section 11.05.

         

        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, N.A., 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-OA8, Mortgage Pass-Through Certificates
          Series 2007-OA8.”

         

        Certificate
          Balance:  With respect to any Certificate (other than the Class X
          and Class C Certificates) at any date, the maximum dollar amount of principal
          to
          which the Holder thereof is then entitled under this Agreement, such amount
          being equal to the Denomination of that Certificate (A) plus, with respect
          to
          the LIBOR Certificates, any increase to the Certificate Balance of such
          Certificate pursuant to Section 4.02 due to the receipt of Subsequent Recoveries
          and (B) minus the sum of (i) all distributions of principal
          previously made with respect to that Certificate and (ii) with respect to
          the LIBOR Certificates, any Applied Realized Loss Amounts allocated to
          such
          Certificate on previous Distribution Dates pursuant to Section 4.02 without
          duplication.  The Class X Certificates do not have Certificate
          Balances.

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

         

        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 under this Agreement, 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.

         

        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 of this Agreement (other than
          the
          second sentence of Section 10.01) that requires the consent of the Holders
          of
          Certificates of a particular Class as a condition to the taking of any
          action
          under this Agreement.  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.

         

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

         

        Class
          1-C-X Target Principal Balance: The quotient of: (a) the product of: (i) the
          Class C Tax Pass Through Rate and (ii) the principal balance of the Class
          1-C-Y
          Interests for the immediately preceding Distribution Date, and (b) the
          product
          of (i) two and (ii) the Weighted Average Adjusted Net Mortgage Rate, minus
          the
          Class C Tax Pass Through Rate.

         

        Class
          1-C-Y Target Principal Balance: The quotient of: (a) the product of: (i) two
          times the Weighted Average Adjusted Net Mortgage Rate, minus the Class
          C Tax
          Pass Through Rate and (ii) the principal balance of the Class 1-C-X Interests
          for the immediately preceding Distribution Date, and (b) the Weighted Average
          Adjusted Net Mortgage Rate.

         

        Class
          1-WAC-X Target Principal Balance: The quotient of: (a) the product of: (i)
          the REMIC WAC Cap and (ii) the principal balance of the Class 1-WAC-Y Interests
          for the immediately preceding Distribution Date, and (b) the product of
          (i) two
          and (ii) the Weighted Average Adjusted Net Mortgage Rate, minus the REMIC
          WAC
          Cap.

         

        Class
          1-WAC-Y Target Principal Balance: The quotient of: (a) the product of: (i)
          two times the Weighted Average Adjusted Net Mortgage Rate, minus REMIC
          WAC Cap
          and (ii) the principal balance of the Class 1-WAC-X Interests for the
          immediately preceding Distribution Date, and (b) the REMIC WAC Cap.

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

         

        Class
          1-X-X Target Principal Balance: The quotient of: (a) the product of: (i) the
          Class X Tax Pass Through Rate and (ii) the principal balance of the Class
          1-X-Y
          Interests for the immediately preceding Distribution Date, and (b) the
          product
          of (i) two and (ii) the Weighted Average Adjusted Net Mortgage Rate minus
          the
          Class X Tax Pass Through Rate.

         

        Class
          1-X-Y Target Principal Balance: The quotient of: (a) the product of: (i) two
          times the Weighted Average Adjusted Net Mortgage Rate, less the Class X
          Tax Pass
          Through Rate and (ii) the principal balance of the Class 1-X-Y Interests
          for the
          immediately preceding Distribution Date, and (b) the Class X Tax Pass Through
          Rate.

         

        Class
          C Distributable Amount: As to any Distribution Date, an amount equal to the
          product of (a) the Class C Tax Pass Through Rate and (b) the aggregate
          Stated
          Principal Balance of the Mortgage Loans as of the Due Date in the month
          of that
          Distribution Date (after giving effect to Principal Prepayments received
          in the
          related Prepayment Period).

         

        Class
          C Tax Pass Through Rate: For each Distribution Date, the product of: (1) the
          amount of interest accrued in respect of the Master REMIC Regular Interests
          other than the Class C, Class P-1 and Class P-2 Interests and (2) 12, divided
          by
          the sum of the principal balances in respect of the REMIC 1
          Interests.

         

        Class
          X REMIC 1 Target Principal Balance: The Class 1-X-X Target Principal
          Balance, Class 1-C-X Target Principal Balance or Class 1-WAC-X Target Principal
          Balance, as applicable.

         

        Class
          X Tax Pass Through Rate: The excess of (a) the Weighted Average Adjusted Net
          Mortgage Rate over (b) the product of: (i) the Current Interest payable
          to the
          Class X Certificates for such Distribution Date and (ii) 12, divided by
          the sum
          of the principal balances in respect of the REMIC 1 Interests (other than
          the
          Class 1-P-1 and Class 1-P-2 Interest).

         

        Class
          Y REMIC 1 Target Principal Balance: The Class 1-X-Y Target
          Principal Balance, Class 1-C-Y Target Principal Balance or Class 1-WAC-Y
          Target
          Principal Balance, as applicable.

         

        Class
          Certificate Balance:  With respect to any Class of Certificates
          other than the Class X and Class C Certificates and as to any date of
          determination, the aggregate of the Certificate Balances of all Certificates
          of
          such Class as of such date.  The Class X and Class C Certificates do
          not have Class Certificate Balances.

         

        Class
          P Certificate:  Each of the Class 1-P and Class 2-P Certificates,
          in the form of Exhibit C-2 hereto, representing the right to distributions
          as
          set forth herein.

         

        Class
          P Principal Distribution Date:  As to any Class of Class P
          Certificates, the first Distribution Date that occurs after the end of
          the
          latest Prepayment Charge Period for the Mortgage Loans in the related Loan
          Group
          that have a Prepayment Charge.

         

        Closing
          Date:  June 28, 2007.

         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

         

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

         

        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.

         

        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 50% and the aggregate Master Servicing Fee payable
          to
          the Master Servicer for that Loan Group and Distribution Date.

         

        Component:  As
          specified in the Preliminary Statement.

         

        Component
          Balance:  Not applicable.

         

        Component
          Certificates:  As specified in the Preliminary
          Statement.

         

        Component
          Notional Amount:  Not applicable.

         

        Confirmation:  With
          respect to the LIBOR Certificates and Corridor Contract 1, the Confirmation
          (reference #37702024 with a trade date of June 28, 2007, evidencing a
          transaction between the Supplemental Interest Trustee, and the
          Counterparty.  With respect to the LIBOR Certificates and Corridor
          Contract 2, the Confirmation (reference #37701996 with a trade date of
          June 28,
          2007, evidencing a transaction between the Supplemental Interest Trustee,
          and
          the Counterparty.

         

        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, Floor 4W,
          New
          York, New York 10286 (Attn:  Mortgage-Backed Securities Group, CWALT,
          Inc. Series 2007-OA8), facsimile no. (212) 815-3986, and which is the address
          to
          which notices to and correspondence with the Trustee should be
          directed.

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

         

        Corridor
          Contract 1:  With respect to the LIBOR Certificates, the
          transaction evidenced by the related Confirmation, a form of which is attached
          hereto as Exhibit R.

         

        Corridor
          Contract 2:  With respect to the LIBOR Certificates, the
          transaction evidenced by the related Confirmation, a form of which is attached
          hereto as Exhibit R.

         

        Corridor
          Contract Reserve Fund:  The separate fund created and initially
          maintained by the Supplemental Interest Trustee pursuant to Section 3.05(h)
          in
          the name of the Supplemental Interest Trustee for the benefit of the Holders
          of
          the LIBOR Certificates and designated “The Bank of New York in trust for
          registered holders of Alternative Loan Trust 2007-OA8, Mortgage Pass-Through
          Certificates, Series 2007-OA8.”  Funds in the Corridor Contract
          Reserve Fund shall be held in trust for the Holders of the LIBOR Certificates
          for the uses and purposes set forth in this Agreement.

         

        Corridor
          Contract 1 Termination Date:  June 25, 2017.

         

        Corridor
          Contract 2 Termination Date:  June 25, 2017.

         

        Corridor
          Contracts:  Together, Corridor Contract 1 and Corridor Contract
          2.

         

        Counterparty:  UBS
          AG.

         

        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.

         

        Countrywide
          Servicing: Countrywide Home Loans Servicing LP, a Texas limited partnership
          and its successors and assigns.

         

        Covered
          Certificates:  The Class 1-A-1 and Class 2-A-1
          Certificates.

         

        Cumulative
          Loss Trigger Event:  With respect to a Distribution Date on or
          after the Stepdown Date, the aggregate amount of Realized Losses on the
          Mortgage
          Loans from (and including) the Cut-off Date to (and including) the related
          Due
          Date (reduced by the aggregate amount of Subsequent Recoveries received
          from the
          Cut-off Date through the Prepayment Period related to that Due Date) exceeds
          the
          applicable percentage, for such Distribution Date, of the Cut-off Date
          Pool
          Principal Balance as set forth below:

         

        
          	
                  Distribution
                    Date

                	
                  Percentage

                
	 	 
	
                  July
                    2009 – June
                    2010                                                         

                	
                  0.20%
                    with respect to July 2009, plus an additional 1/12th of 0.25% for
                    each month thereafter through June 2010

                
	
                  July
                    2010 – June
                    2011                                                         

                	
                  0.45%
                    with respect to July 2010, plus an additional 1/12th of 0.30% for
                    each month thereafter through June 2011

                
	
                  July
                    2011 – June
                    2012                                                         

                	
                  0.75%
                    with respect to July 2011, plus an additional 1/12th of 0.35% for
                    each month thereafter through June 2012

                
	
                  July
                    2012 – June
                    2013                                                         

                	
                  1.10%
                    with respect to July 2012, plus an additional 1/12th of 0.40%
                    for each
                    month thereafter through June 2013

                
	
                  July
                    2013  – June
                    2014                                                         

                	
                  1.50%
                    with respect to July 2013, plus an additional 1/12th of 0.15% for
                    each month thereafter through June 2014

                
	
                  July
                    2014 and
                    thereafter                                                         

                	
                  1.65%

                


        

      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      
         

        Current
          Interest:  With respect to each Class of Offered Certificates and
          each Distribution Date, the interest accrued at the applicable Pass-Through
          Rate
          for the applicable Interest Accrual Period on the Class Certificate Balance
          of
          such Class immediately prior to such Distribution Date.  Interest on
          the Delay Certificates will be calculated on the basis of a 360-day year
          divided
          into twelve 30-day months.  Interest on the Non-Delay Certificates
          will be calculated on the basis of a 360-day year and the actual number
          of days
          that elapsed in that Interest Accrual Period.

         

        Cut-off
          Date:  As to any Mortgage Loan, the later of the date of
          origination of that Mortgage Loan and June 1, 2007.

         

        Cut-off
          Date Pool Principal
          Balance: $670,057,311.49.

         

        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 that 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 that is required to be
          repurchased pursuant to Section 2.02 or 2.03.

         

        Deferred
          Interest:  With respect to each Mortgage Loan and each related Due
          Date, the excess if any, of the amount of interest accrued on such Mortgage
          Loan
          from the preceding Due Date to such Due Date over the monthly interest
          payment
          due for such Due Date.

         

        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.

         

        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

         

        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).

         

        Delay
          Delivery Mortgage Loans:  The Mortgage Loans for which all or a
          portion of a related Mortgage File is not delivered to Trustee on the Closing
          Date.  With respect to up to 50% of the Mortgage Loans in each Loan
          Group, the Depositor may deliver all or a portion of each related Mortgage
          File
          to the Trustee not later than thirty days after the Closing Date.  To
          the extent that Countrywide Servicing 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
          Servicing shall hold such files as Master Servicer hereunder, as agent
          and in
          trust for the Trustee.

         

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

         

        Delinquency
          Trigger Event: With respect to a Distribution Date on or after the Stepdown
          Date, the Rolling Sixty Day Delinquency Rate for the outstanding Mortgage
          Loans
          equals or exceeds the product of the Senior Enhancement Percentage for
          such
          Distribution Date and (i) if such Distribution Date is prior to the Distribution
          Date in July 2012, 30.60% and (ii) if such Distribution Date is on or after
          the
          Distribution Date in July 2012, 38.25%.

         

        Denomination:  With
          respect to each Certificate, the amount set forth on the face of that
          Certificate 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.

         

        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 that is two
          Business Days preceding such Distribution Date.

         

        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

         

        Distribution
          Account:  The separate Eligible Account created and maintained by
          the Trustee pursuant to Section 3.05(d) 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-OA8, Mortgage Pass-Through
          Certificates, Series 2007-OA8.”  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 July 2007.

         

        Due
          Date:  With respect to a Mortgage Loan, the date on which
          Scheduled Payments are due on that Mortgage Loan.  With respect to any
          Distribution Date, the related Due Date is the first day of the calendar
          month
          in which that Distribution Date occurs.

         

        Due
          Period:  Not applicable.

         

        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 does not have the requisite ratings and
          is the
          principal subsidiary of a holding company, the debt obligations of such
          holding
          company) have (a) the highest short-term ratings of Moody’s or Fitch and (b) (1)
          if such Eligible Account is not the Pre-Funding Account or the Capitalized
          Interest Account, one of the two highest short-term ratings of S&P (or, if
          such entity does not have a short-term rating from S&P, the long-term
          unsecured and unsubordinated debt obligations of such entity have a rating
          from
          S&P of at least “BBB+”) and (2) if such Eligible Account is the Pre-Funding
          Account or the Capitalized Interest Account, the highest short-term ratings
          of
          S&P (or, if such entity does not have a short-term rating from S&P, the
          long-term unsecured and unsubordinated debt obligations of such entity
          have a
          rating from S&P of at least “A+”), (ii) a segregated trust account or
          accounts maintained with the corporate trust department of a federal or
          state
          chartered depository institution subject to regulations regarding fiduciary
          funds on deposit similar to Title 12 of the Code of Federal Regulations,
          Chapter
          I, Part 9, Section 9.10(b), which has corporate trust powers, acting in
          its
          fiduciary capacity or (iii) 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.  In the event that the federal or state chartered depository
          institution or trust company maintaining an Eligible Account described
          in clause
          (i) above no longer satisfies the credit rating of S&P set forth in clause
          (i)(b)(1) above then the Person responsible for establishing such Eligible
          Account shall cause any amounts on deposit therein to be moved to another
          federal or state chartered depository institution or trust company satisfying
          such credit rating of S&P within 30 calendar days.  In the event
          that the federal or state chartered depository institution or trust company
          maintaining an Eligible Account described in clause (i) above no longer
          satisfies the credit rating of S&P set forth in clause (i)(b)(2) above then
          the Person responsible for establishing such Eligible Account shall cause
          any
          amounts on deposit therein to be moved to another federal or state chartered
          depository institution or trust company satisfying such credit rating of
          S&P
          within 60 calendar days.

         

        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

         

        Eligible
          Repurchase Month:  As defined in Section 3.11.

         

        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).

         

        Event
          of Default:  As defined in Section 7.01.

         

        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.

         

        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.

         

        Expense
          Fee Rate:  As to each Mortgage Loan and any date of determination,
          the sum of (a) the Master Servicing Fee Rate and (b) 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 to the Federal Home Loan Mortgage
          Corporation.

         

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

         

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

         

        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        

         

        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 to the Federal National Mortgage
          Association.

         

        Form
          10-D Disclosure Item:  With respect to any Person, any material
          litigation or governmental proceedings pending against (a) such Person
          or (b)
          against any of the Trust Fund, the Depositor, the Trustee, any 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) Form 10-D
          Disclosure Item, and (b) any affiliations or relationships between such
          Person
          and any Item 1119 Party.

         

        Gross
          Margin:  With respect to each Mortgage Loan, the fixed percentage
          set forth in the related Mortgage Note that is added to the Mortgage Index
          on
          each Adjustment Date in accordance with the terms of the related Mortgage
          Note
          used to determine the Mortgage Rate for such Mortgage Loan.

         

        Group
          1 Mortgage Loans:  The Mortgage Loans in Loan Group
          1.

         

        Group
          1 Principal Distribution Amount:  With respect to each
          Distribution Date, the product of  (i) the lesser of (a) the Principal
          Distribution Amount and (b) the amount of Available Funds remaining after
          the
          distributions according to Section 4.02(a)(1)-(3) and (ii) a fraction,
          the
          numerator of which is the Principal Remittance Amount for Loan Group 1
          for that
          Distribution Date and the denominator of which is the aggregate Principal
          Remittance Amount for both Loan Groups for that Distribution Date.

         

        Group
          1 Senior Principal Distribution Amount:  With respect to each
          Distribution Date, the product of (i) the lesser of (a) the Senior Principal
          Distribution Amount and (b) the amount of Available Funds remaining after
          the
          distributions according to Section 4.02(a)(1)-(3) and (ii) a fraction,
          the
          numerator of which is the Principal Remittance Amount for Loan Group 1
          for that
          Distribution Date and the denominator of which is the aggregate Principal
          Remittance Amount for both Loan Groups for that Distribution Date.

         

        Group
          2 Mortgage Loans:  The Mortgage Loans in Loan Group
          2.

         

        Group
          2 Principal Distribution Amount:  With respect to each
          Distribution Date, the product of  (i) the lesser of (a) the Principal
          Distribution Amount and (b) the amount of Available Funds remaining after
          the
          distributions according to Section 4.02(a)(1)-(3) and (ii) a fraction,
          the
          numerator of which is the Principal Remittance Amount for Loan Group 2
          for that
          Distribution Date and the denominator of which is the aggregate Principal
          Remittance Amount for both Loan Groups for that Distribution Date.

         

        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        

         

        Group
          2 Senior Principal Distribution Amount:  With respect to each
          Distribution Date, the product of (i) the lesser of (a) the Senior Principal
          Distribution Amount and (b) the amount of Available Funds remaining after
          the
          distributions according to Section 4.02(a)(1)-(3) and (ii) a fraction,
          the
          numerator of which is the Principal Remittance Amount for Loan Group 2
          for that
          Distribution Date and the denominator of which is the aggregate Principal
          Remittance Amount for both Loan Groups for that Distribution Date.

         

        Group
          X-1 Mortgage Loans:  The Mortgage Loans in Sub-Loan Group
          X-1.

         

        Group
          X-2 Mortgage Loans:  The Mortgage Loans in Sub-Loan Group
          X-2.

         

        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).

         

        Initial
          Component Balance:  As specified in the Preliminary
          Statement.

         

        Initial
          LIBOR Rate:  5.32%.

         

        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
          and any Distribution Date, the calendar month prior to the month of such
          Distribution Date.  With respect to any Class of Non-Delay
          Certificates and any Distribution Date, the period commencing on the
          Distribution Date in the month preceding the month in which such Distribution
          Date occurs (other than the first Distribution Date, for which it is the
          Closing
          Date) and ending on the day preceding such Distribution Date.

         

        Interest
          Carry Forward Amount:  With respect to each Class of Offered
          Certificates and each Distribution Date, the excess of (i) the Current
          Interest
          for such Class with respect to prior Distribution Dates over (ii) the amount
          actually distributed to such Class with respect to interest on such prior
          Distribution Dates.

         

        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.  With respect to the MTA Certificates, the 15th day prior to
          the commencement of each Interest Accrual Period or, if such 15th day is
          not a
          Business Day, the next preceding Business Day.

         

        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

        

         

        Interest
          Funds:  With respect to any Distribution Date and Loan Group, the
          excess of the Interest Remittance Amount for that Loan Group over the pro
          rata
          portion of the Trustee Fee for such Distribution Date allocable to such
          Loan
          Group.

         

        Interest
          Remittance Amount:  With respect to the Mortgage Loans in a Loan
          Group or Sub-Loan Group and any Distribution Date, (x) the sum, without
          duplication, of (i) all scheduled interest on the Mortgage Loans in that
          Loan
          Group or Sub-Loan Group due on the related Due Date and received on or
          prior to
          the related Determination Date, less the related Master Servicing Fees
          and any
          payments made in respect of premiums on Lender PMI Mortgage Loans, (ii)
          all
          interest on Principal Prepayments on the Mortgage Loans in that Loan Group
          or
          Sub-Loan Group, other than Prepayment Interest Excess, (iii) all Advances
          relating to interest with respect to the Mortgage Loans in that Loan Group
          or
          Sub-Loan Group, (iv) all Compensating Interest with respect to such Mortgage
          Loans in that Loan Group or Sub-Loan Group and (v) Liquidation Proceeds
          with
          respect to the Mortgage Loans in that Loan Group or Sub-Loan Group during
          the
          related Prepayment Period (to the extent such Liquidation Proceeds relate
          to
          interest), less (y) all reimbursements to the Master Servicer since the
          immediately preceding Due Date for Advances of interest previously made
          allocable to such Loan Group or Sub-Loan Group.

         

        Investment
          Letter: As defined in Section 5.02(b).

         

        ISDA
          Master Agreement: The 1992 ISDA Master Agreement (Multicurrency – Cross Border),
          including the Schedule and Credit Support Annex thereto, dated June 28,
          2007,
          between the Counterparty and the Supplemental Interest Trustee.

         

        Item
          1119 Party:  The Depositor, any Seller, the Master Servicer, the
          Trustee, any Subservicer, any originator identified in the Prospectus
          Supplement, the Counterparty 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 Mortgagor) acquires the Primary Insurance Policy and charges
          the related Mortgagor 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.

         

        
          
            
            

          

          
            14

            
              

            

          

          
            
            

          

        

         

        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) that 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:  Either of Loan Group 1 or Loan Group 2, as
          applicable.

         

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

         

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

         

        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 that 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.

         

        
          
            
            

          

          
            15

            
              

            

          

          
            
            

          

        

         

        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, 0.375%
          per annum.

         

        Maximum
          Mortgage Rate:  With respect to each Mortgage Loan, the maximum
          rate of interest set forth as such in the related Mortgage Note.

         

        Maximum
          Negative Amortization:  With respect to each Mortgage Loan, the
          percentage set forth in the related Mortgage Note as the percentage of
          the
          original principal balance of Mortgage Note, that if exceeded due to Deferred
          Interest, will result in a recalculation of the Scheduled Payment so that
          the
          then unpaid principal balance of the Mortgage Note will be fully amortized
          over
          the Mortgage Loan’s remaining term to maturity.

         

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

         

        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.

         

        Minimum
          Mortgage Rate:  With respect to each Mortgage Loan, the minimum
          rate of interest set forth as such in the related Mortgage Note, which,
          with
          respect to certain Mortgage Loans is equal to the related Gross
          Margin.

         

        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.

         

        
          
            
            

          

          
            16

            
              

            

          

          
            
            

          

        

         

        Mortgage
          File:  The mortgage documents listed in Section 2.01
          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
          Index:  As to each Mortgage Loan, the index from time to time in
          effect for adjustment of the Mortgage Rate as set forth as such on the
          related
          Mortgage Note.

         

        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 to this Agreement as Schedule
          I, setting forth the following information with respect to each Mortgage
          Loan:

         

        
          
            	
                    (i)

                  	
                    the
                      loan number;

                  
	 	 
	
                    (ii)

                  	
                    the
                      Loan Group or Sub-Loan Group;

                  
	 	 
	
                    (iii)

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

                  
	 	 
	
                    (iv)

                  	
                    the
                      maturity date;

                  
	 	 
	
                    (v)

                  	
                    the
                      original principal balance;

                  
	 	 
	
                    (vi)

                  	
                    the
                      Cut-off Date Principal Balance;

                  
	 	 
	
                    (vii)

                  	
                    the
                      first payment date of the Mortgage Loan;

                  
	 	 
	
                    (viii)

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

                  
	 	 
	
                    (ix)

                  	
                    the
                      Loan-to-Value Ratio at origination;

                  
	 	 
	
                    (x)

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

                  
	 	 
	
                    (xi)

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

                  
	 	 
	
                    (xii)

                  	
                    the
                      Mortgage Rate as of the Cut-off Date;

                  
	 	 
	
                    (xiii)

                  	
                    the
                      initial Payment Adjustment Date for each Mortgage Loan;

                  
	 	 
	
                    (xiv)

                  	
                    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;

                  
	 	 


          

           

          
            
              
              

            

            
              17

              
                

              

            

            
              
              

            

          

           

          
            	
                    (xv)

                  	
                    the
                      purpose for the Mortgage Loan;

                  
	 	 
	
                    (xvi)

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

                  
	 	 
	
                    (xvii)

                  	
                    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;

                  
	 	 
	
                    (xviii)

                  	
                    the
                      direct servicer of such Mortgage Loan as of the Cut-off
                      Date;

                  
	 	 
	
                    (xix)

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

                  
	 	 
	
                    (xx)

                  	
                    with
                      respect to each Mortgage Loan, the Gross Margin, the Mortgage
                      Index, the
                      Maximum Mortgage Rate, the Minimum Mortgage Rate, the first
                      Adjustment
                      Date, the Payment Adjustment Date and, if applicable, the Maximum
                      Negative
                      Amortization for such Mortgage Loan;

                  
	 	 
	
                    (xxi)

                  	
                    a
                      code indicating the type of Prepayment Charge;

                  
	 	 
	
                    (xxii)

                  	
                    the
                      state of origination of the related Mortgage Loan; and

                  
	 	 
	
                    (xxiii)

                  	
                    the
                      term of the related Prepayment
                      Charge.

                  


          
 

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

         

        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 relating to clauses (xxi), (xxii) and (xxiii)
          thereof shall be furnished by the Master Servicer to the Class P and Class
          C
          Certificateholders and the NIM Insurer.

         

        Mortgage
          Loans:  Such of the mortgage loans as from time to time are
          transferred and assigned to the Trustee pursuant to the provisions of this
          Agreement 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
          Note:  The original executed note or other evidence of
          indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage
          Loan.

         

        Mortgage
          Pool:  The aggregate of the Mortgage Loans identified in the
          Mortgage Loan Schedule.

         

        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.

         

        
          
            
            

          

          
            18

            
              

            

          

          
            
            

          

        

         

        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.

         

        MTA:  The
          twelve-month average monthly yield on U.S. Treasury Securities adjusted
          to a
          constant maturity of one-year, as published by the Federal Reserve Board
          in the
          Federal Reserve Statistical Release “Selected Interest Rates
          (H.15)”.

         

        MTA
          Certificates:  As specified in the Preliminary
          Statement.

         

        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 excess of the amount of the aggregate Prepayment Interest Shortfalls
          for
          that Loan Group and Distribution Date over the sum of (x) the Compensating
          Interest for such Loan Group and Distribution Date and (y) the excess of
          the
          Compensating Interest for the other Loan Group over the Prepayment Interest
          Shortfalls for the other Loan Group for such Distribution Date.

         

        Net
          Rate Cap:  With respect to any Distribution Date and the Class X
          Certificates, the lesser of (a) the Weighted Average Adjusted Net Mortgage
          Rate
          on the Mortgage Loans in Sub-Loan Group X-1 and Sub-Loan Group X-2 for
          that
          Distribution Date, and (b) the related Available Funds Rate Cap;
          and

         

        With
          respect to any Distribution Date and all Classes of LIBOR Certificates,
          the
          product of (a) the excess, if any, of (i) the lesser of (A) the Weighted
          Average
          Adjusted Net Mortgage Rate for the Mortgage Pool for that Distribution
          Date, and
          (B) the related Available Funds Rate Cap, over (ii) the product of (A)
          the
          interest accrued on the Class X Certificates during the related Interest
          Accrual
          Period, and (B) a fraction, the numerator of which is 12 and the denominator
          of
          which is the aggregate Stated Principal Balance of the Mortgage Loans as
          of the
          Due Date occurring in the month preceding the month of that Distribution
          Date
          (after giving effect to Principal Prepayments in the Prepayment Period
          related
          to that prior Due Date), and (b) a fraction, the numerator of which is
          30, and
          the denominator of which is the actual number of days that elapsed in the
          related Interest Accrual Period.

         

        Net
          Rate Carryover:  With respect to any Distribution Date and each
          Class of LIBOR Certificates, an amount equal to the sum of: (a) the excess
          of
          (i) the amount of interest that such Class would have accrued for such
          Distribution Date had the Pass-Through Rate for that Class and the related
          Interest Accrual Period not been calculated based on the applicable Net
          Rate
          Cap, over (ii) the amount of interest such Class accrued on such Distribution
          Date based on the applicable Net Rate Cap, and (b) the unpaid portion of
          any
          such excess from prior Distribution Dates not previously paid, together
          with
          interest thereon at the then applicable Pass-Through Rate for such Class,
          without giving effect to the applicable Net Rate Cap.

         

        NIM
          Insurer: Any insurer guarantying at the request of Countrywide certain
          payments under notes backed or secured by the Class C or Class P
          Certificates.

         

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

         

        
          
            
            

          

          
            19

            
              

            

          

          
            
            

          

        

         

        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 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 the Class X Certificates and any
          Distribution Date, the product of (i) the aggregate Class Certificate Balance
          of
          the Group 1 Senior Certificates and Group 2 Senior Certificates immediately
          prior to such Distribution Date and (ii) a fraction, the numerator of which
          is
          the aggregate Stated Principal Balance of the Mortgage Loans in Sub-Loan
          Group
          X-1 and Sub-Loan Group X-2 as of the Due Date occurring in the month preceding
          the month of such Distribution Date (after giving effect to Principal
          Prepayments in the Prepayment Period related to that prior Due Date) and
          the
          denominator of which is the aggregate Stated Principal Balance of the Mortgage
          Loans in Loan Group 1 and Loan Group 2 as of the Due Date occurring in
          the month
          preceding the month of such Distribution Date (after giving effect to Principal
          Prepayments in the Prepayment Period related to that prior Due
          Date).

         

        Notional
          Amount Certificates:  As specified in the Preliminary
          Statement.

         

        OC
          Floor:  An amount equal to 0.50% of the Cut-off Date Pool
          Principal Balance.

         

        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 (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.

         

        
          
            
            

          

          
            20

            
              

            

          

          
            
            

          

        

         

        Optional
          Termination Date:  The first Distribution Date on which the
          aggregate Stated Principal Balance of the Mortgage Loans is less than or
          equal
          to 10% of the Cut-off Date Pool Principal Balance.

         

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

         

        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 the end of the related Prepayment Period and
          which
          did not become a Liquidated Mortgage Loan prior to the end of the related
          Prepayment Period.

         

        Overcollateralization
          Deficiency Amount: With respect to any
          Distribution Date, the amount, if any, by which the Overcollateralization
          Target
          Amount exceeds the Overcollateralized Amount on such Distribution Date
          (after
          giving effect to distributions of Available Funds on such Distribution
          Date).

         

        Overcollateralization
          Target Amount:  With respect to any Distribution Date (a) prior to
          the Stepdown Date, an amount equal to 0.50% of the Cut-off Date Pool Principal
          Balance and (b) on or after the Stepdown Date, the greater of (i) (x) for
          any
          Distribution Date on or after the Stepdown Date, but prior to the Distribution
          Date in July 2013, an amount equal to 1.25% of the aggregate Stated Principal
          Balance of the Mortgage Loans as of the Due Date in the month of that
          Distribution Date (after giving effect to Principal Prepayments received
          in the
          related Prepayment Period) and (y) for any Distribution Date on or after
          the
          Stepdown Date and on or after the Distribution Date in July 2013, an amount
          equal to 1.00% of the aggregate Stated Principal Balance of the Mortgage
          Loans
          as of the Due Date in the month of that Distribution Date (after giving
          effect
          to Principal Prepayments received in the related Prepayment Period) and
          (ii) the
          OC Floor; provided, however, that if a Trigger Event is in effect on any
          Distribution Date, the Overcollateralization Target Amount will be the
          Overcollateralization Target Amount as in effect for the prior Distribution
          Date.

         

        Overcollateralized
          Amount:  For any Distribution Date, the amount, if any, by which
          (x) the aggregate Stated Principal Balance of the Mortgage Loans as of
          the Due
          Date in the month of that Distribution Date (after giving effect to Principal
          Prepayments, the principal portion of any Liquidation Proceeds and any
          Subsequent Recoveries received in the related Prepayment Period) exceeds
          (y) the
          aggregate Class Certificate Balance of the Offered Certificates as of such
          Distribution Date (after giving effect to distributions of Available Funds
          to be
          made on such Distribution Date).

         

        
          
            
            

          

          
            21

            
              

            

          

          
            
            

          

        

         

        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.

         

        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
          Margin:  With respect to the Interest Accrual Period for any
          Distribution Date and Class of LIBOR Certificates, the per annum rate indicated
          in the following table:

         

        
          	
                  Class
                    of Certificates

                	
                  Pass-Through
                    Margin

                


        

        
          	 	
                  
                    (1)

                  

                	 	
                  
                    (2)

                  

                
	
                  Class
                    1-A-1

                	
                  0.180%

                	 	
                  0.360%

                
	
                  Class
                    1-A-2

                	
                  0.230%

                	 	
                  0.460%

                
	
                  Class
                    1-A-3

                	
                  0.280%

                	 	
                  0.560%

                
	
                  Class
                    2-A-1

                	
                  0.180%

                	 	
                  0.360%

                
	
                  Class
                    2-A-2

                	
                  0.230%

                	 	
                  0.460%

                
	
                  Class
                    2-A-3

                	
                  0.280%

                	 	
                  0.560%

                
	
                  Class
                    M-1

                	
                  0.550%

                	 	
                  0.825%

                
	
                  Class
                    M-2

                	
                  0.650%

                	 	
                  0.975%

                
	
                  Class
                    M-3

                	
                  0.850%

                	 	
                  1.275%

                
	
                  Class
                    M-4

                	
                  1.250%

                	 	
                  1.875%

                
	
                  Class
                    M-5

                	
                  1.500%

                	 	
                  2.250%

                
	
                  Class
                    M-6

                	
                  1.750%

                	 	
                  2.625%

                
	
                  Class
                    M-7

                	
                  1.750%

                	 	
                  2.625%

                
	
                  Class
                    M-8

                	
                  1.750%

                	 	
                  2.625%

                
	
                  Class
                    M-9

                	
                  1.750%

                	 	
                  2.625%

                
	
                  Class
                    M-10

                	
                  1.750%

                	 	
                  2.625%

                


        

        
          	
                   

                	
                  ___________

                


        

        
          	
                   

                	
                  (1)

                	
                  For
                    the Interest Accrual Period related to any Distribution Date
                    occurring on
                    or prior to the Optional Termination
                    Date.

                


        

        
          	
                   

                	
                  (2)

                	
                  For
                    the Interest Accrual Period related to any Distribution Date
                    occurring
                    after the Optional Termination
                    Date.

                


        

         

        
          
            
            

          

          
            22

            
              

            

          

          
            
            

          

        

         

        Pass-Through
          Rate:  With respect to each Class of LIBOR Certificates and the
          Interest Accrual Period related to any Distribution Date, a per annum rate
          equal
          to the lesser of (a) the sum of (i) One-Month LIBOR for such Interest Accrual
          Period and (ii) the Pass-Through Margin for such Class and Interest Accrual
          Period and (b) the Net Rate Cap for such Class for such Distribution Date;
          and

         

        With
          respect to the Class X Certificates and the Interest Accrual Period related
          to
          any Distribution Date, the lesser of (a) 2.00% and (b) the Net Rate Cap
          for such
          Class for such Distribution Date.

         

        Payment
          Adjustment Date:  For each Mortgage Loan, the date specified in
          the related Mortgage Note as the annual date on which the related Scheduled
          Payment will be adjusted.

         

        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.  With respect to the Class C, Class P and Class A-R
          Certificates, the portion of the Class evidenced thereby, expressed as
          a
          percentage, as stated on the face of such Certificate.

         

        Performance
          Certification:  As defined in Section 11.05.

         

        Permitted
          Investments:  At any time, any one or more of the following
          obligations and securities, each of which shall (i) have no stated maturity
          or
          (ii) mature no later than 60 days after acquisition:

         

        
           

          
            
              	
                      (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 each 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 each 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 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 either Rating Agency;

                    
	 	 


            

             

            
              
                
                

              

              
                23

                
                  

                

              

              
                
                

              

            

             

            
              	
                      (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
                        each Rating Agency, and reasonably acceptable to the NIM
                        Insurer, as
                        evidenced by a signed writing delivered by the NIM
                        Insurer;

                    


            

          

           

        

        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)(1) 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 created under this Agreement 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.

         

        
          
            
            

          

          
            24

            
              

            

          

          
            
            

          

        

         

        Person:  Any
          individual, corporation, partnership, joint venture, association, limited
          liability company, 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.

         

        Pool
          Stated Principal Balance:  The aggregate of the Stated Principal
          Balances of the Outstanding Mortgage Loans.

         

        Pre-Funding
          Account:  Not applicable.

         

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

         

        Prepayment
          Charge Amount:  As to any Loan Group and Distribution Date, the
          sum of the Prepayment Charges collected on the related Mortgage Loans during
          the
          related Prepayment Period and any amounts paid pursuant to Section 3.20
          with
          respect to such Loan Group and 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 the
          Master Servicer 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 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 June 1, 2007) and on or before the last
          day of
          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 related
          Master Servicing Fee Rate, on such Principal Prepayment exceeds the amount
          of
          interest paid in connection with such Principal Prepayment.

         

        
          
            
            

          

          
            25

            
              

            

          

          
            
            

          

        

         

        Prepayment
          Period:  As to any Distribution Date and the related Due Date, the
          period from the 16th day of the calendar month immediately preceding the
          month
          in which the Distribution Date occurs (or, in the case of the first Distribution
          Date, from June 1, 2007) through the 15th day of the calendar month in
          which the
          Distribution Date occurs.

         

        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
          Distribution Amount:  With respect to each Distribution Date, the
          excess, if any of (1) the aggregate Class Certificate Balance of the
          Certificates immediately prior to such Distribution Date, over (2) the
          excess, if any, of (a) the aggregate Stated Principal Balance of the Mortgage
          Loans as of the Due Date in the month of that Distribution Date (after
          giving
          effect to Principal Prepayments received in the related Prepayment Period),
          over (b) the Overcollateralization Target Amount for such Distribution
          Date.

         

        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
          Remittance Amount:  As to any Distribution Date and any Loan Group
          or Sub-Loan Group, (x) the sum, without duplication, 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)
          collected
          or advanced on each Mortgage Loan in that Loan Group or Sub-Loan Group
          (other
          than a Liquidated Mortgage Loan) on the related Due Date, (b) the principal
          portion of the Purchase Price of each Mortgage Loan in that Loan Group
          or
          Sub-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
          that Loan Group or Sub-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 that Loan Group or Sub-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 that
          Loan Group or Sub-Loan Group that became a Liquidated Mortgage Loan during
          the
          related Prepayment Period, the amount of the Liquidation Proceeds allocable
          to
          principal received during such Prepayment Period with respect to such Mortgage
          Loan, (f) all Principal Prepayments on the Mortgage Loans in that Loan
          Group or
          Sub-Loan Group received during the related Prepayment Period and (g) any
          Subsequent Recoveries on the Mortgage Loans in that Loan Group or Sub-Loan
          Group
          received during the related Prepayment Period minus (y) all
          non-recoverable Advances on the Mortgage Loans in that Loan Group or Sub-Loan
          Group relating to principal and certain expenses reimbursable pursuant
          to
          Section 6.03 and reimbursed since the immediately preceding Due
          Date.

         

        
          
            
            

          

          
            26

            
              

            

          

          
            
            

          

        

         

        Principal
          Reserve Fund:  The separate Eligible Account created and initially
          maintained by the Trustee pursuant to Section 3.05(c) in the name of the
          Trustee
          for the benefit of the Holders of the Class P Certificates and designated
“The
          Bank of New York in trust for registered holders of CWALT, Inc., Alternative
          Loan Trust 2007-OA8, Mortgage Pass-Through Certificates, Series
          2007-OA8.”  Funds in the Principal Reserve Fund shall be held in trust
          for the Holders of the Class P Certificates for the uses and purposes set
          forth
          in this Agreement.

         

        Private
          Certificate:  As specified in the Preliminary
          Statement.

         

        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 June 27, 2007 generally relating to mortgage pass-through
          certificates to be sold by the Depositor.

         

        Prospectus
          Supplement:  The prospectus supplement dated June 28, 2007
          relating to the Offered Certificates.

         

        PUD:  Planned
          Unit Development.

         

        Purchase
          Price:  With respect to any Mortgage Loan required to be purchased
          by the applicable Seller pursuant to Section 2.02 or 2.03 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
          a
          repurchase pursuant to Section 2.03 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.

         

        
          
            
            

          

          
            27

            
              

            

          

          
            
            

          

        

         

        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 in this
          Agreement 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.

         

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

         

        Record
          Date:   With respect to the Class A-R and Class X
          Certificates, the last Business Day of the month preceding the month of
          such
          Distribution Date.  With respect to any Distribution Date and the
          LIBOR Certificates, the Business Day immediately preceding such Distribution
          Date, or if such Certificates are no longer Book-Entry Certificates, the
          last
          Business Day of the month preceding the month of such Distribution
          Date.

         

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

         

        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.

         

        
          
            
            

          

          
            28

            
              

            

          

          
            
            

          

        

         

        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 and any similar state or
          local laws.

         

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

         

        REMIC
          WAC Cap: The Net Rate Cap in respect of the LIBOR Certificates.

         

        REMIC
          1-P:  As defined in the Preliminary Statement.

         

        REMIC
          1-P Interest:  Each interest in REMIC 1-P as described in the
          Preliminary Statement.

         

        REMIC
          1-P Regular Interest:  Each REMIC 1-P Interest other than the
          Class R-1-P Interest.

         

        REMIC
          2-P:  As defined in the Preliminary Statement.

         

        REMIC
          2-P Interest:  Each interest in REMIC 2-P as described in the
          Preliminary Statement.

         

        REMIC
          2-P Regular Interest:  Each REMIC 2-P Interest other than the
          Class R-2-P Interest.

         

        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
          C:  As defined in the Preliminary Statement.

         

        REMIC
          C Interest:  Each interest in REMIC C as described in the
          Preliminary Statement.

         

        REMIC
          C Regular Interest:  Each REMIC C Interest other than the Class
          R-C Interest.

         

        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.

         

        
          
            
            

          

          
            29

            
              

            

          

          
            
            

          

        

         

        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, the Counterparty any enhancement
          or support provider contemplated by Items 1114(b) or 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.

         

        
          
            
            

          

          
            30

            
              

            

          

          
            
            

          

        

         

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

         

        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.

         

        Rolling
          Sixty-Day Delinquency Rate:  With respect to any Distribution Date
          on or after the Stepdown Date, the average of the Sixty-Day Delinquency
          Rates
          for such Distribution Date and the two immediately preceding Distribution
          Dates.

         

        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 in this Agreement, 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.

         

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

         

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

         

        Senior
          Certificates:  As specified in the Preliminary
          Statement.

         

        Senior
          Enhancement Percentage:  With respect to a Distribution Date on
          and after the Stepdown Date, the fraction (expressed as a percentage) (1)
          the
          numerator of which is the excess of (a) the aggregate Stated Principal
          Balance
          of the Mortgage Loans for the preceding Distribution Date over (b) (i)
          before
          the Class Certificate Balances of the Senior Certificates have been reduced
          to
          zero, the sum of the Class Certificate Balances of the Senior Certificates,
          or
          (ii) after the Class Certificate Balances of the Senior Certificates have
          been
          reduced to zero, the Class Certificate Balance of the most senior Class
          of
          Subordinated Certificates outstanding as of the Business Day immediately
          preceding the Distribution Date in the calendar month prior to the month
          of such
          Distribution Date and (2) the denominator of which is the aggregate Stated
          Principal Balance of the Mortgage Loans for the preceding Distribution
          Date.

         

        
          
            
            

          

          
            31

            
              

            

          

          
            
            

          

        

         

        Senior
          Principal Distribution Amount:  For any Distribution Date, the
          excess of:

         

        (1)           the
          aggregate Class Certificate Balance of the Senior Certificates immediately
          prior
          to such Distribution Date, over

         

        (2)           the
          lesser of (A) the product of (i) (x) 77.125% on any Distribution Date on
          or
          after the Stepdown Date and prior to the Distribution Date in July 2013
          or (y)
          81.700% on any Distribution Date on or after the Stepdown Date and on or
          after
          the Distribution Date in July 2013 and (ii) the aggregate Stated Principal
          Balance of the Mortgage Loans as of the Due Date in the month of that
          Distribution Date (after giving effect to Principal Prepayments received
          in the
          related Prepayment Period) and (B) the aggregate Stated Principal Balance
          of the
          Mortgage Loans as of the Due Date in the month of that Distribution Date
          (after
          giving effect to Principal Prepayments received in the related Prepayment
          Period) minus the OC Floor.

         

        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.

         

        Sixty-Day
          Delinquency Rate:  With respect to any Distribution Date, a
          fraction, expressed as a percentage, the numerator of which is the aggregate
          Stated Principal Balance for such Distribution Date of all Mortgage Loans
          60 or
          more days delinquent as of the close of business on the last day of the
          calendar
          month preceding such Distribution Date (including Mortgage Loans in foreclosure,
          bankruptcy and REO Properties) and the denominator of which is the aggregate
          Stated Principal Balance of the Mortgage Loans as of the related Due Date
          (after
          giving effect to Principal Prepayments received in the related Prepayment
          Period).

         

        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), plus any Deferred Interest added to the  principal
          balance of that Mortgage Loan pursuant to the terms of the related Mortgage
          Note
          on or prior to that Due Date, minus to 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 Losses
          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.

         

        
          
            
            

          

          
            32

            
              

            

          

          
            
            

          

        

         

        Stepdown
          Date:  The earlier to occur of: (1) the Distribution Date after
          the Distribution Date on which the aggregate Class Certificate Balance
          of the
          Senior Certificates is reduced to zero, and (2) the later to occur of (x)
          the
          Distribution Date in July 2010 and (y) the first Distribution Date on which
          a
          fraction, the numerator of which is the excess of the aggregate Stated
          Principal
          Balance of the Mortgage Loans as of the Due Date in the month preceding
          the
          month in which that Distribution Date occurs (after giving effect to Principal
          Prepayments in the Prepayment Period related to that prior Due Date) over
          the
          aggregate Class Certificate Balance of the Senior Certificates immediately
          prior
          to that Distribution Date, and the denominator of which is the aggregate
          Stated
          Principal Balance of the Mortgage Loans as of the Due Date in the month
          of the
          current Distribution Date (after giving effect to Principal Prepayments
          received
          in the Prepayment Period related to that Due Date) is greater than or equal
          to
          (a) 22.875%, on any Distribution Date prior to the Distribution Date in
          July
          2013, and (b) 18.300%, on any Distribution Date on or after the Distribution
          Date in July 2013.

         

        Stepdown
          Target Subordination Percentage:  With respect to any Class of
          Subordinated Certificates, the respective percentage indicated in the following
          table:

         

        
          	 	 	
                  
                    Stepdown
                      Target Subordination Percentage (1)

                  

                	 	
                  
                    Stepdown
                      Target Subordination Percentage (2)

                  

                	 
	 	
                  Class
                    M-1

                	
                  16.50%

                	 	
                  13.20%

                	 
	 	
                  Class
                    M-2

                	
                  12.25%

                	 	
                  9.80%

                	 
	 	
                  Class
                    M-3

                	
                  11.00%

                	 	
                  8.80%

                	 
	 	
                  Class
                    M-4

                	
                  9.75%

                	 	
                  7.80%

                	 
	 	
                  Class
                    M-5

                	
                  8.50%

                	 	
                  6.80%

                	 
	 	
                  Class
                    M-6

                	
                  7.25%

                	 	
                  5.80%

                	 
	 	
                  Class
                    M-7

                	
                  6.00%

                	 	
                  4.80%

                	 
	 	
                  Class
                    M-8

                	
                  4.75%

                	 	
                  3.80%

                	 
	 	
                  Class
                    M-9

                	
                  3.50%

                	 	
                  2.80%

                	 
	 	
                  Class
                    M-10

                	
                  1.25%

                	 	
                  1.00%

                	 
	
                  (1)
                    For any Distribution Date on or after the Distribution Date in
                    July 2010
                    and prior to the Distribution Date in July 2013.

                
	
                  (2)
                    For any Distribution Date on or after the Distribution Date in
                    July
                    2013.

                
	 	 	 	 	 


        

        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.

         

        
          
            
            

          

          
            33

            
              

            

          

          
            
            

          

        

         

        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
          the Mortgage Loans under the direction or authority of the Master Servicer
          or a
          Subservicer or the Trustee, as the case may be.

         

        Subordinated
          Certificates:  As specified in the Preliminary
          Statement.

         

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

         

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

         

        Subordinated
          Certificates:  As specified in the Preliminary
          Statement.

         

        Subordinated
          Class Principal Distribution Amount:  With respect to any Class of
          Subordinated Certificates and Distribution Date, the excess
          of:  (1) the sum of:  (a) the aggregate Class
          Certificate Balance of the Senior Certificates (after taking into account
          the
          distribution of the Senior Principal Distribution Amount for such Distribution
          Date), (b) the aggregate Class Certificate Balance of any Class(es) of
          Subordinated Certificates that are senior to the subject Class (in each
          case,
          after taking into account distribution of the Subordinated Class Principal
          Distribution Amount(s) for such more senior Class(es) of Certificates for
          such
          Distribution Date), and (c) the Class Certificate Balance of the subject
          Class of Subordinated Certificates immediately prior to such Distribution
          Date
          over (2) the lesser of (a) the product of (x) 100% minus the
          Stepdown Target Subordination Percentage for the subject Class of Certificates
          and (y) the aggregate Stated Principal Balance of the Mortgage Loans for
          such Distribution Date (after giving effect to Principal Prepayments received
          in
          the related Prepayment Period) and (b) the aggregate Stated Principal
          Balance of the Mortgage Loans for such Distribution Date (after giving
          effect to
          Principal Prepayments received in the related Prepayment Period) minus
          the OC
          Floor; provided, however, that if such Class of Subordinated Certificates
          is the
          only Class of Subordinated Certificates outstanding on such Distribution
          Date,
          that Class will be entitled to receive the entire remaining Principal
          Distribution Amount until its Class Certificate Balance is reduced to
          zero.

         

        Subsequent
          Periodic Rate Cap:  As to each Mortgage Loan and the related
          Mortgage Note, the provision therein that limits permissible increases
          and
          decreases in the Mortgage Rate on the each Adjustment Date after the first
          Adjustment Date for that Mortgage Loan to not more than the amount set
          forth
          therein.

         

        Subsequent
          Recoveries:  As to any Distribution Date and Loan Group, with
          respect to a Liquidated Mortgage Loan in that Loan Group 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
          after the
          classification of such Mortgage Loan as a Liquidated Mortgage Loan.

         

        
          
            
            

          

          
            34

            
              

            

          

          
            
            

          

        

         

        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.

         

        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)
          have a
          Maximum Mortgage Rate no lower than and not more than 1% per annum higher
          than,
          that of the Deleted Mortgage Loan; (vi) have a Minimum Mortgage Rate specified
          in its related mortgage note not more than 1% per annum higher or lower
          than the
          Minimum Mortgage Rate of the Deleted Mortgage Loan; (vii) have the same
          Mortgage
          Index and Mortgage Index reset period as the Deleted Mortgage Loan and
          a Gross
          Margin not more than 1% per annum higher or lower than that of the Deleted
          Mortgage Loan; (viii) not be a Cooperative Loan unless the Deleted Mortgage
          Loan was a Cooperative Loan; (ix) if applicable, have the same Maximum
          Negative
          Amortization, payment cap and recast provisions as the Deleted Mortgage
          Loan;
          and (x) comply with each representation and warranty set forth in
          Section 2.03.

         

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

         

        Supplemental
          Interest Trust:  The separate trust created under this Agreement
          pursuant to Section 3.05(h).

         

        Supplemental
          Interest Trustee:  The Bank of New York, a New York banking
          corporation, not in its individual capacity, but solely in its capacity
          as
          trustee of the Supplemental Interest Trust for the benefit of the Holders
          of the
          Certificates and the Counterparty under this Agreement, and any successor
          thereto, and any corporation or national banking association resulting
          from or
          surviving any consolidation or merger to which it or its successors may
          be a
          party and any successor trustee as may from time to time be serving as
          successor
          trustee hereunder.

         

        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.

         

        Terminator:  As
          defined in Section 9.01.

         

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

         

        
          
            
            

          

          
            35

            
              

            

          

          
            
            

          

        

         

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

         

        Trigger
          Event:  With respect to a Distribution Date on or after the
          Stepdown Date, the existence of either a Delinquency Trigger Event or a
          Cumulative Loss Trigger Event with respect to that Distribution
          Date.

         

        Trust
          Fund:  The corpus of the trust created under this Agreement
          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 not applied
          in
          computing the Cut-off Date Principal Balance of the Mortgage Loans; (ii)
          the
          Certificate Account, the Distribution Account and the Carryover 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.

         

        Trustee:  The
          Bank of New York and its successors and, if a successor trustee is appointed
          under this Agreement, 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 Pool Stated Principal Balance with respect
          to
          such Distribution Date.

         

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

         

        Underwriters:
          As specified in the Preliminary Statement.

         

        Underwriter’s
          Exemption:  Prohibited Transaction Exemption 2002-41, 67 Fed. Reg.
          54487 (2002), as amended (or any successor thereto), or any substantially
          similar administrative exemption granted by the U.S. Department of
          Labor.

         

        Unpaid
          Realized Loss Amount:  For any Class of Certificates, (x) the
          portion of the aggregate Applied Realized Loss Amount previously allocated
          to
          that Class remaining unpaid from prior Distribution Dates minus (y) any
          increase
          in the Class Certificate Balance of that Class due to the receipt of Subsequent
          Recoveries to the Class Certificate Balance of that Class pursuant to Section
          4.02(j).

         

        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 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), (b) 1% of all Voting Rights shall be
          allocated
          to each of the Class A-R, Class C, Class 1-P and Class 2-P Certificates,
          and (c)
          the remaining Voting Rights shall be allocated among Holders of the remaining
          Classes of Certificates in proportion to the Certificate Balances of their
          respective Certificates on such date.

         

        
          
            
            

          

          
            36

            
              

            

          

          
            
            

          

        

         

        Weighted
          Average Adjusted Net Mortgage Rate:  For any Distribution Date and
          Loan Group, Sub-Loan Group or the Mortgage Pool, as the case may be, the
          average
          of the Adjusted Net Mortgage Rate of each Mortgage Loan in that Loan Group,
          Sub-Loan Group or the Mortgage Pool, as the case may be, weighted on the
          basis
          of its Stated Principal Balance as of the Due Date occurring in the month
          preceding the month of that Distribution Date (after giving effect to Principal
          Prepayments in the Prepayment Period related to that prior Due
          Date).

         

        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 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.

         

        
          
            
            

          

          
            37

            
              

            

          

          
            
            

          

        

         

        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 of this Agreement,
          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 or 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 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 in this Agreement 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

         

        
          
            
            

          

          
            38

            
              

            

          

          
            
            

          

        

         

        (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)           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 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, 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 (which may be included in a blanket assignment
          or
          assignments), together with, except as provided below, all interim recorded
          assignments of such mortgage (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 of the 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 applicable Seller’s interest in
          the Coop Shares and the Proprietary Lease; and

         

        
          
            
            

          

          
            39

            
              

            

          

          
            
            

          

        

         

        (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).

         

        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,
          (b) all interim recorded assignments or (c) 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 such interim assignment, 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.

         

        
          
            
            

          

          
            40

            
              

            

          

          
            
            

          

        

         

        As
          promptly as practicable subsequent to such transfer and assignment, and
          in any
          event, within one-hundred 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-OA8, 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 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.

         

        Notwithstanding
          anything to the contrary in this Agreement, within thirty (30) days after
          the
          Closing Date with respect to the Mortgage Loans, 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.

         

        
          
            
            

          

          
            41

            
              

            

          

          
            
            

          

        

         

        Each
          Seller has entered into this Agreement in consideration for the purchase
          of the
          Mortgage Loans sold by such Seller to the Depositor and has agreed to take
          the
          actions specified herein.  The Depositor, concurrently with the
          execution and delivery of this Agreement, hereby sells, transfers, assigns
          and
          otherwise conveys to the Trustee for the use and benefit of the
          Certificateholders, without recourse, all right title and interest in the
          portion of the Trust Fund not otherwise conveyed to the Trust Fund pursuant
          to
          Sections 2.01(a) or (b).

         

        (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 (50)
          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 (an
“Initial Certification”) 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 Park Sienna) an Initial Certification in the form
          annexed to this Agreement as Exhibit F.  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 the Mortgage Loans.  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 (a “Delay
          Delivery Certification”), 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 (a
“Final Certification”), with any applicable exceptions
          noted thereon.

         

        
          
            
            

          

          
            42

            
              

            

          

          
            
            

          

        

         

        If,
          in
          the course of such review, the Trustee finds any document constituting
          a part of
          a Mortgage File that 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) that 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, 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 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 a 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.

         

        
          
            
            

          

          
            43

            
              

            

          

          
            
            

          

        

         

        (b)           [Reserved].

         

        (c)           [Reserved].

         

        (d)           The
          Trustee shall retain possession and custody of each Mortgage File in accordance
          with and subject to the terms and conditions set forth in this
          Agreement.  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.

         

        (e)           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
          with
          respect to the Mortgage Loans, 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.

         

        (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.

         

        
          
            
            

          

          
            44

            
              

            

          

          
            
            

          

        

         

        (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 and the NIM Insurer.  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) that
          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, 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.  Any breach of a representation set forth in clauses (45)
          through (64) of Schedule III-A with respect to a Mortgage Loan in Loan
          Group 1
          shall be deemed to materially and adversely affect the
          Certificateholders.

         

        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 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.

         

        
          
            
            

          

          
            45

            
              

            

          

          
            
            

          

        

         

        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 of this Agreement or such other date set forth
          in
          this Agreement 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.

         

        
          
            
            

          

          
            46

            
              

            

          

          
            
            

          

        

         

        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), together with all rights of the Depositor to require a
          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 (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
          and the NIM Insurer.

         

        
          	
                  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 any REMIC created under this Agreement 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 and the NIM Insurer.  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 to this Section 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.

         

        
          
            
            

          

          
            47

            
              

            

          

          
            
            

          

        

         

        
          	
                  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.

         

        
           

          
            	
                    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.

         

        
          
            
            

          

          
            48

            
              

            

          

          
            
            

          

        

         

        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, subject to the terms of this
          Agreement (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 3.01
          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 under
          this
          Agreement 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.

         

        
          
            
            

          

          
            49

            
              

            

          

          
            
            

          

        

         

        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 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
                    Servicers.

                


        

         

        (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 under
          this
          Agreement; provided, however, that the NIM Insurer shall have consented
          to such
          subservicing agreements (which consent shall not be unreasonably
          withheld).  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, the NIM Insurer and the Trustee in Respect
                    of the Master
                    Servicer.

                


        

         

        The
          Depositor may, but is not obligated to, enforce the obligations of the
          Master
          Servicer under this Agreement and may, but is not obligated to, perform,
          or
          cause a designee to perform, any defaulted obligation of the Master Servicer
          under this Agreement and in connection with any such defaulted obligation
          to
          exercise the related rights of the Master Servicer under this Agreement;
          provided that the Master Servicer shall not be relieved of any of its
          obligations under this Agreement by virtue of such performance by the Depositor
          or its designee.  None of the Trustee, the NIM Insurer or 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 under this
          Agreement or otherwise.

         

        
          
            
            

          

          
            50

            
              

            

          

          
            
            

          

        

         

        
          	
                  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 under this Agreement (including by reason of an Event of Default
          or
          termination by the Depositor), the Trustee or its successor shall then
          assume
          all of the rights and obligations of the Master Servicer under this Agreement
          arising thereafter (except that the Trustee shall not be (i) liable for
          losses of the Master Servicer pursuant to Section 3.09 or any acts or
          omissions of the predecessor Master Servicer under this Agreement),
          (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 under this Agreement including, but not limited to,
          repurchases or substitutions of Mortgage Loans pursuant to Section 2.02 or
          2.03, (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 under this Agreement).  Any such
          assumption shall be subject to Section 7.02.  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;
                    Carryover Reserve Fund; Principal Reserve Fund; Supplemental
                    Interest
                    Trust and Corridor Contract 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, subject to Section 3.20, any Prepayment Charge or 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.  In addition, the NIM Insurer’s prior
          written consent shall be required for any waiver of Prepayment Charges
          or for
          the extension of the due dates for payments due on a Mortgage Note, if
          the
          aggregate number of outstanding Mortgage Loans that have been granted such
          waivers or extensions exceeds 5% of the aggregate number of Mortgage
          Loans.  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.

         

        
          
            
            

          

          
            51

            
              

            

          

          
            
            

          

        

         

        (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 (i) the current short-term credit rating
          of
          Countrywide from S&P is reduced below “A-2” or, if Countrywide does not have
          a short-term credit rating from S&P, the current long-term credit rating of
          Countrywide from S&P is reduced below “BBB+”, (ii) the current long-term
          credit rating of Countrywide from Moody’s is reduced below “A3” or (iii) the
          current long-term credit rating of Countrywide from Fitch is reduced below
“A-”,
          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
          in this Agreement, 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 under this Agreement:

         

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

         

        (ii)          all
          payments on account of interest on the Mortgage Loans, net of the related
          Master
          Servicing Fee, Prepayment Interest Excess and any lender paid mortgage
          insurance
          premiums;

         

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

         

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

         

        (v)          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;

         

        (vi)         all
          Substitution Adjustment Amounts;

         

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

         

        (viii)       any
          other amounts required to be deposited under this Agreement.

         

        
          
            
            

          

          
            52

            
              

            

          

          
            
            

          

        

         

        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
          in
          this Agreement 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)           The
          Trustee shall establish and maintain, on behalf of the Certificateholders,
          a
          Principal Reserve Fund in the name of the Trustee.  On the Closing
          Date, the Depositor shall deposit into the Principal Reserve Fund
          $200.  Funds on deposit in the Principal Reserve Fund shall not be
          invested.  The Principal Reserve Fund shall be treated as an “outside
          reserve fund” under applicable Treasury regulations and shall not be part of any
          REMIC created under this Agreement.  Amounts on deposit in the
          Principal Reserve Fund shall not be invested.

         

        (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 in the Distribution Account
          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 in this Agreement to the contrary
          notwithstanding.  Such direction may be accomplished by delivering an
          Officer’s 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.

         

        
          
            
            

          

          
            53

            
              

            

          

          
            
            

          

        

         

        (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
          in this
          Agreement.  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 Carryover Reserve Fund prior to any change thereof.

         

        (g)           On
          the Closing Date, the Trustee shall establish and maintain in its name,
          in trust
          for the benefit of the Holders of the LIBOR Certificates, the Carryover
          Reserve
          Fund and shall deposit $1,000 therein upon receipt from or on behalf of
          the
          Depositor of such amount.  The Carryover Reserve Fund shall be an
          Eligible Account, and funds on deposit therein 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.

         

        Funds
          in
          the Carryover Reserve Fund may be invested in Permitted Investments at
          the
          direction of the Majority of the Holders of the Class C Certificates, which
          Permitted Investments shall mature not later than the Business Day immediately
          preceding the first Distribution Date that follows the date of such investment
          (except that if such Permitted Investment is an obligation of the institution
          that maintains the Carryover Reserve Fund, then such Permitted Investment
          shall
          mature not later than such Distribution Date) and shall not be sold or
          disposed
          of prior to maturity.  All such Permitted Investments shall be made in
          the name of the Trustee, for the benefit of the Holders of the Class C
          Certificates. In the absence of such written direction, all funds in the
          Carryover Reserve Fund shall be invested by the Trustee in The Bank of
          New York
          cash reserves.  Any net investment earnings on such amounts shall be
          retained therein until withdrawn as provided in Section 3.08.  Any
          losses incurred in the Carryover Reserve Fund in respect of any such investments
          shall be charged against amounts on deposit in the Carryover Reserve Fund
          (or
          such investments) immediately as realized.  The Trustee 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 Carryover Reserve Fund and made in accordance
          with this Section 3.05.  The Carryover Reserve Fund will not
          constitute an asset of any REMIC created hereunder.  The Class C
          Certificates shall evidence ownership of the Carryover Reserve Fund for
          federal
          tax purposes.

         

        
          
            
            

          

          
            54

            
              

            

          

          
            
            

          

        

         

        (h)           On
          the Closing Date, there is hereby established a separate trust (the
“Supplemental Interest Trust”), the assets of which shall consist of the
          Corridor Contract Reserve Fund and the Supplemental Interest Trustee’s rights
          and obligations under the Corridor Contracts.  The Supplemental
          Interest Trust shall be maintained by the Supplemental Interest Trustee,
          who
          initially, shall be the Trustee.  The assets held in the Supplemental
          Interest Trust shall not constitute assets of the Trust Fund or any REMIC
          created hereunder.

         

        On
          the
          Closing Date, the Supplemental Interest Trustee shall establish and maintain
          in
          its name, in trust for the benefit of the Holders of the LIBOR Certificates,
          the
          Corridor Contract Reserve Fund, and shall deposit $1,000 therein upon receipt
          from or on behalf of the Depositor of such amount.  All funds on
          deposit in the Corridor Contract Reserve Fund 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 Supplemental Interest Trustee shall deposit into
          the
          Corridor Contract Reserve Fund all amounts, if any, received in respect
          of the
          Corridor Contracts for the related Interest Accrual Period. The Supplemental
          Interest Trustee shall make withdrawals from the Corridor Contract Reserve
          Fund
          to make distributions pursuant to Section 4.02(c) exclusively (other than
          as
          expressly provided for in Section 3.08).  Notwithstanding anything to
          the contrary in this Agreement, the Supplemental Interest Trustee shall
          be
          allowed to transfer funds in the Corridor Contract Reserve Fund to the
          Trustee
          to facilitate, for administrative purposes, distribution of such funds
          to
          Certificateholders through the Distribution Account.

         

        Funds
          in
          the Corridor Contract Reserve Fund shall be invested by the Supplemental
          Interest Trustee in The Bank of New York cash reserves.  All such
          Permitted Investments shall be made in the name of the Supplemental Interest
          Trustee, for the benefit of the Holders of the LIBOR
          Certificates.  Any net investment earnings on such amounts shall be
          retained therein until withdrawn as provided in Section 3.08.  Any
          losses incurred in the Corridor Contract Reserve Fund in respect of any
          such
          investments shall be charged against amounts on deposit in the Corridor
          Contract
          Reserve Fund (or such investments) immediately as realized.  The
          Supplemental Interest Trustee 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
          Corridor Contract Reserve Fund and made in accordance with this Section
          3.05.  The Corridor Contract Reserve Fund will not constitute an asset
          of the Trust Fund or any REMIC created hereunder.

         

        
          	
                  SECTION
                    3.06.

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

                


        

         

        
          
            
            

          

          
            55

            
              

            

          

          
            
            

          

        

         

        (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 in this Agreement
          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
          (with respect to taxes and assessments and insurance premiums) and 3.09
          (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.  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, the NIM Insurer
          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.  Upon request, the Master Servicer shall furnish
          to the Trustee and the NIM Insurer its most recent publicly available financial
          statements and any other information relating to its capacity to perform
          its
          obligations under this Agreement reasonably requested by the NIM
          Insurer.

         

        
          
            
            

          

          
            56

            
              

            

          

          
            
            

          

        

         

        
          	
                  SECTION
                    3.08.

                	
                  Permitted
                    Withdrawals from the Certificate Account, the Distribution Account,
                    the
                    Carryover Reserve Fund; the Principal Reserve Fund and the Corridor
                    Contract 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;

         

        (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) that 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;

         

        (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 on such Mortgage Loan after the date of such
          purchase;

         

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

         

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

         

        (ix)          on
          or prior to the Distribution Account Deposit Date, to withdraw an amount
          equal
          to the related Available Funds, the related Prepayment Charge Amount and
          the pro
          rata portion of 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.

         

        
          
            
            

          

          
            57

            
              

            

          

          
            
            

          

        

         

        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;

         

        (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 this Agreement
          pursuant to Section 9.01.

         

        (c)           The
          Trustee shall withdraw funds from the Carryover Reserve Fund for distribution
          to
          the LIBOR Certificates in the manner specified in Sections 4.02(b) (and
          to
          withhold from the amounts so withdrawn the amount of any taxes that it
          is
          authorized to retain pursuant to the third paragraph of Section
          8.11).  In addition, the Trustee may from time to time make
          withdrawals from the Carryover Reserve Fund for the following
          purposes:

         

        (i)           to
          withdraw any amount deposited in the Carryover Reserve Fund and not required
          to
          be deposited therein; and

         

        (ii)           to
          clear and terminate the Carryover Reserve Fund upon the termination of
          this
          Agreement pursuant to Section 9.01.

         

        
          
            
            

          

          
            58

            
              

            

          

          
            
            

          

        

         

        (d)           The
          Supplemental Interest Trustee shall withdraw funds from the Corridor Contract
          Reserve Fund for distribution to the LIBOR Certificates in the manner specified
          in Section 4.02(c) (and to withhold from the amounts so withdrawn the amount
          of
          any taxes that it is authorized to retain pursuant to the third paragraph
          of
          Section 8.11).  In addition, the Supplemental Interest Trustee may
          from time to time make withdrawals from the Corridor Contract Reserve Fund
          for
          the following purposes:

         

        (i)           to
          withdraw any amount deposited in the Corridor Contract Reserve Fund and
          not
          required to be deposited therein; and

         

        (ii)           to
          clear and terminate Corridor Contract Reserve Fund upon the earliest of
          (x) the
          reduction of the aggregate Class Certificate Balance of the LIBOR Certificates
          to zero, (y) the Distribution Date in June 2017, following the distribution
          of
          any amounts in the Corridor Contract Reserve Fund and (z) the termination
          of
          this Agreement pursuant to Section 9.01.

         

        (e)           On
          the Business Day before any Class P Principal Distribution Date, the Trustee
          shall transfer $100.00 from the Principal Reserve Fund to the Distribution
          Account and shall distribute such amount to the applicable Class of Class
          P
          Certificates on the related Class P Principal Distribution
          Date.  Following the distribution on the last Class P Distribution
          Date 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 proceeds of liquidation
          of the
          Mortgage Loan or Subsequent Recoveries to the extent permitted by
          Section 3.08.  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.

         

        
          
            
            

          

          
            59

            
              

            

          

          
            
            

          

        

         

        (b)           [Reserved].

         

        (c)           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.

         

        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.

         

        (d)           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.

         

        
          
            
            

          

          
            60

            
              

            

          

          
            
            

          

        

         

        (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), 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 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 any 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
          one-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.

         

        
          
            
            

          

          
            61

            
              

            

          

          
            
            

          

        

         

        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.  The Master
          Servicer shall allow any REO Property that was subject to a lease at the
          time of
          acquisition through foreclosure or deed-in-lieu of foreclosure to continue
          to be
          rented pursuant to such lease, but upon the expiration of such lease, the
          Master
          Servicer shall not take any action to rent the related REO
          Property.  Pursuant to its efforts to sell such REO Property, the
          Master Servicer shall either itself or 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.  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.  Any net monthly income 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.

         

        
          
            
            

          

          
            62

            
              

            

          

          
            
            

          

        

         

        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 the event that 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 management 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 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.

         

        
          
            
            

          

          
            63

            
              

            

          

          
            
            

          

        

         

        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
          Purchase Price for any Mortgage Loan purchased under this Section 3.11
          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 to this
          Agreement, 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 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.

         

        
          
            
            

          

          
            64

            
              

            

          

          
            
            

          

        

         

        Countrywide
          shall pay to the Master Servicer, and the Master Servicer shall deposit
          the
          Purchase Price for any Modified Mortgage Loan in 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 of this Agreement.  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 on the Mortgage
          Note.  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 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.

         

        
          
            
            

          

          
            65

            
              

            

          

          
            
            

          

        

         

        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, if any, with respect to such Distribution
          Date, but not by more than the Compensating Interest for that 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.

         

        
          
            
            

          

          
            66

            
              

            

          

          
            
            

          

        

         

        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 the Certificate Account and
          the
          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.  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 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.

         

        
          	
                  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.

         

        
          
            
            

          

          
            67

            
              

            

          

          
            
            

          

        

         

        
          	
                  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.

                	
                  Notification
                    of Adjustments.

                


        

         

        On
          each
          Adjustment Date, the Master Servicer shall make interest rate and scheduled
          payment adjustments for each Mortgage Loan in compliance with the requirements
          of the related Mortgage and Mortgage Note and applicable
          regulations.  The Master Servicer shall execute and deliver the
          notices required by each Mortgage and Mortgage Note and applicable regulations
          regarding interest rate adjustments.  The Master Servicer also shall
          provide timely notification to the Trustee of all applicable data and
          information regarding such interest rate adjustments and the Master Servicer’s
          methods of implementing such interest rate adjustments.  Upon the
          discovery by the Master Servicer or the Trustee that the Master Servicer
          has
          failed to adjust or has incorrectly adjusted a Mortgage Rate or a monthly
          payment pursuant to the terms of the related Mortgage Note and Mortgage,
          the
          Master Servicer shall immediately deposit in the Certificate Account from
          its
          own funds the amount of any interest loss caused thereby without reimbursement
          therefor; provided, however, the Master Servicer shall be held harmless
          with
          respect to any interest rate adjustments made by any servicer prior to
          the
          Master Servicer.

         

        
          	
                  SECTION
                    3.19.

                	
                  Corridor
                    Contracts.

                


        

         

        No
          later
          than two Business Days following each Distribution Date, the Trustee shall
          provide the Supplemental Interest Trustee with information regarding the
          aggregate Class Certificate Balance of the LIBOR Cetificates after all
          distributions on such Distribution Date.

         

        Upon
          the
          Supplemental Interest Trustee obtaining actual knowledge of a Collateral
          Event
          (as defined in the ISDA Master Agreement), the Supplemental Interest Trustee
          shall (i) demand delivery of the Delivery Amount (as defined in the ISDA
          Master
          Agreement) from the Counterparty on each Valuation Date (as defined in
          the ISDA
          Master Agreement), if applicable, (ii) deliver to the Counterparty the
          Return
          Amount (as defined in the ISDA Master Agreement) on each Valuation Date,
          if
          applicable, as well as Distributions and the Interest Amount (each as defined
          in
          the ISDA Master Agreement), to the extent required under the ISDA Master
          Agreement and (iii) take such other action required under the ISDA Master
          Agreement.  If a Delivery Amount is demanded, the Supplemental
          Interest Trustee shall open and maintain a segregated account meeting the
          requirements set forth in the ISDA Master Agreement, to hold cash and
          other eligible investments pledged under the ISDA Master
          Agreement.  Any cash or other Eligible Collateral (as defined in the
          ISDA Master Agreement) pledged under the ISDA Master Agreement shall
          not be part of the Distribution Account or the Corridor Contract Reserve
          Fund
          unless remitted to such accounts by the Supplemental Interest Trustee in
          satisfaction of the obligations of the Counterparty under the ISDA Master
          Agreement.  If Eligible Collateral with a Value  (as defined
          in the ISDA Master Agreement) equal to the Delivery Amount is not delivered
          to
          the Supplemental Interest Trustee by the Counterparty, the Supplemental
          Interest
          Trustee shall promptly provide written notice to the Counterparty and
          Countrywide of such failure.

         

        
          
            
            

          

          
            68

            
              

            

          

          
            
            

          

        

         

        Upon
          the
          Supplemental Interest Trustee obtaining actual knowledge of an Event of
          Default
          or Termination Event (each as defined in the ISDA Master Agreement) for
          which
          the Supplemental Interest Trustee has the right to designate an Early
          Termination Date (as defined in the ISDA Master Agreement), the Supplemental
          Interest Trustee shall act at the written direction of Countrywide as to
          whether to designate an Early Termination Date; provided, however, that,
          following such Deven of Default or Termination Event and before
          designating an Early Termination Date, the Trustee or the Supplemental
          Interest Trustee shall provide written notice to each Rating Agency. 
Following the designation of an Early Termination Date, (i) the Supplemental
          Interest Trustee shall use its reasonable best efforts to enforce its rights
          under the ISDA Master Agreement consistent with the terms hereof, (ii)
          Countrwide shall assist the Supplemental Interest Trustee in procuring
          replacement corridor contracts with terms that are substantially the same
          as
          those of the original Corridor Contracts and (iii) the Supplemental Interest
          Trustee shall request the Counterparty to assist in procuring replacement
          corridor contracts with terms that are substantially the same as those
          of the
          original Corridor Contracts.

         

        Any
          payment received from the Counterparty in respect of any Early Termination
          Date shall be used to pay any amount payable to a replacement counterparty
          in respect of a replacement corridor contracts.  In the event that a
          replacement corridor contract cannot be procured, any payment received
          from the
          Counterparty in respect of any Early Termination Date shall be deposited
          and
          held in the Corridor Contract Reserve Fund to be distributed as provided
          in
          Section 4.02(c) hereof on the Distribution Dates following such early
          termination to and including the Distribution Date in June 2017.  On
          the Distribution Date in June 2017, after all other distributions have
          been made
          on such date pursuant to the terms of this Agreement, if any amounts received
          by
          the Supplemental Interest Trustee in respect of such early termination
          remain in
          the Corridor Contract Reserve Fund, such amounts shall be distributed by
          the
          Supplemental Interest Trustee to the Underwriter.

         

        
          	
                  SECTION
                    3.20.

                	
                  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.

         

        
          
            
            

          

          
            69

            
              

            

          

          
            
            

          

        

         

        (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 set forth on the Mortgage Loan Schedule relating
          to
          clauses (xxi), (xxii) and (xxiii) of the definition of 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 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.

         

        
          
            
            

          

          
            70

            
              

            

          

          
            
            

          

        

         

        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 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.

         

        
          
            
            

          

          
            71

            
              

            

          

          
            
            

          

        

         

        (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 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)           Distributions
          of Available Funds.  On each Distribution Date, the aggregate of
          the Available Funds for each Loan Group for such Distribution Date shall
          be
          distributed from the Distribution Account in the following order:

         

        1.           to
          the Class X Certificates, the Current Interest and the Interest Carry Forward
          Amount for such Class and such Distribution Date;

         

        2.           concurrently,
          to each Class of Senior LIBOR Certificates, the Current Interest and the
          Interest Carry Forward Amount for each such Class and such Distribution
          Date,
          pro rata based on their respective entitlements;

         

        3.           sequentially,
          to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,
          Class
          M-7, Class M-8, Class M-9 and Class M-10 Certificates, in that order, the
          Current Interest for each such Class and such Distribution Date;

         

        4.
          a.       for each Distribution Date prior to
          the Stepdown Date or on which a Trigger Event is in effect, in the following
          order:

         

        (1)         in
          an amount up to the Principal Distribution Amount for such Distribution
          Date,
          concurrently, to the following Classes of Certificates, pro rata between
          the
          Group 1 Senior Certificates and the Group 2 Senior Certificates on the
          basis of
          the Group 1 Principal Distribution Amount and the Group 2 Principal Distribution
          Amount, respectively:

         

        (a)              in
          an amount up to the Group 1 Principal Distribution Amount for such
          Distribution Date, in the following order:

         

        (i)        to
          the Class A-R Certificates, until their Class Certificate Balance is reduced
          to
          zero;

         

        (ii)       concurrently,
          to the Class 1-A-1, Class 1-A-2 and Class 1-A-3 Certificates, pro rata,
          until
          their respective Class Certificate Balances are reduced to zero;
          and

         

        (iii)      concurrently,
          to the Class 2-A-1, Class 2-A-2 and Class 2-A-3 Certificates (after any
          distributions to such Certificates from the Group 2 Principal Distribution
          Amount), pro rata, until their respective Class Certificate Balances are
          reduced
          to zero; and

         

        
          
            
            

          

          
            72

            
              

            

          

          
            
            

          

        

         

        (b)              in
          an amount up to the Group 2 Principal Distribution Amount for such Distribution
          Date, in the following order:

         

        (i)        concurrently,
          to the Class 2-A-1, Class 2-A-2 and Class 2-A-3 Certificates, pro rata,
          until
          their respective Class Certificate Balances are reduced to zero;
          and

         

        (ii)       concurrently,
          to the Class 1-A-1, Class 1-A-2 and Class 1-A-3 Certificates (after any
          distributions to such Certificates from the Group 1 Principal Distribution
          Amount), pro rata, until their respective Class Certificate Balances are
          reduced
          to zero; and

         

        (2)         the
          remaining Principal Distribution Amount, sequentially, to the Class M-1,
          Class
          M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8,
          Class M-9
          and Class M-10 Certificates, in that order, until their respective Class
          Certificate Balances are reduced to zero; and

         

        b.           on
          each Distribution Date on or after the Stepdown Date so long as a Trigger
          Event
          is not in effect, in the following order:

         

        (1)         in
          an amount up to the Senior Principal Distribution Amount for such Distribution
          Date, concurrently, to the following Classes of Certificates, pro rata
          between
          the Group 1 Senior Certificates and the Group 2 Senior Certificates on
          the basis
          of the Group 1 Senior Principal Distribution Amount and the Group 2 Senior
          Principal Distribution Amount, respectively:

         

        (a)              in
          an amount up to the Group 1 Senior Principal Distribution Amount for such
          Distribution Date, in the following order:

         

        (i)        concurrently,
          to the Class 1-A-1, Class 1-A-2 and Class 1-A-3 Certificates, pro rata,
          until
          their respective Class Certificate Balances are reduced to zero;
          and

         

        (ii)       concurrently,
          to the Class 2-A-1, Class 2-A-2 and Class 2-A-3 Certificates (after any
          distributions to such Certificates from the Group 2 Senior Principal
          Distribution Amount), pro rata, until their respective Class Certificate
          Balances are reduced to zero; and

         

        (b)              in
          an amount up to the Group 2 Senior Principal Distribution Amount for such
          Distribution Date, in the following order:

         

        (i)        concurrently,
          to the Class 2-A-1, Class 2-A-2 and Class 2-A-3 Certificates, pro rata,
          until
          their respective Class Certificate Balances are reduced to zero;
          and

         

        (ii)       concurrently,
          to the Class 1-A-1, Class 1-A-2 and Class 1-A-3 Certificates (after any
          distributions to such Certificates from the Group 1 Senior Principal
          Distribution Amount), pro rata, until their respective Class Certificate
          Balances are reduced to zero; and

         

        
          
            
            

          

          
            73

            
              

            

          

          
            
            

          

        

         

        (2)         sequentially,
          to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,
          Class
          M-7, Class M-8, Class M-9 and Class M-10 Certificates, in that order, in
          an
          amount up to the Subordinated Class Principal Distribution Amount for each
          such
          class, until their respective Class Certificate Balances are reduced to
          zero;

         

        5.           sequentially,
          to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,
          Class
          M-7, Class M-8, Class M-9 and Class M-10 Certificates, in that order, the
          Interest Carry Forward Amount for each such Class and such Distribution
          Date;

         

        6.           concurrently,
          to the Classes of Senior LIBOR Certificates, pro rata based on the aggregate
          Unpaid Realized Loss Amount for the Senior LIBOR Certificates related to
          each
          Loan Group, as follows;

         

        a.      in
          an amount up to the aggregate Unpaid Realized Loss Amount for the Group
          1 Senior
          Certificates, sequentially, to the Class 1-A-1, Class 1-A-2 and Class 1-A-3
          Certificates, in that order, in an amount up to the Unpaid Realized Loss
          Amount
          for each such Class; and

         

        b.      in
          an amount up to the aggregate Unpaid Realized Loss Amount for the Group
          2 Senior
          Certificates, sequentially, to the Class 2-A-1, Class 2-A-2 and Class 2-A-3
          Certificates, in that order, in an amount up to the Unpaid Realized Loss
          Amount
          for each such Class;

         

        7.           sequentially,
          to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,
          Class
          M-7, Class M-8, Class M-9 and Class M-10 Certificates, in that order, in
          an
          amount up to the Unpaid Realized Loss Amount for each such Class;

         

        8.           concurrently,
          to each Class of Senior LIBOR Certificates, in an amount up to the amount
          of Net
          Rate Carryover for each such Class, pro rata based on the amount of Net
          Rate
          Carryover for each such Class;

         

        9.           sequentially,
          to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,
          Class
          M-7, Class M-8, Class M-9 and Class M-10 Certificates, in that order, in
          an
          amount up to the amount of Net Rate Carryover for each such Class;

         

        10.           to
          the Class C Certificates, the Class C Distributable Amount; and

         

        11.           to
          the Class A-R Certificates, any remaining amount.

         

        (b)           Distributions
          from the Carryover Reserve Fund.  To the extent that a Class of
          LIBOR Certificates receives interest in excess of the related Net Rate
          Cap, such
          interest shall be deemed to have been paid to the Carryover Reserve Fund
          and
          then paid by the Carryover Reserve Fund to those
          Certificateholders.  For purposes of the Code, amounts deemed
          deposited in the Carryover Reserve Fund shall be deemed to have first been
          distributed to the Class C Certificates.  To the extent that a Class
          of LIBOR Certificates receives interest in excess of the related Net Rate
          Cap
          and such interest is paid pursuant to Section 4.02(c), such interest shall
          be
          deemed to have been paid to the Corridor Contract Reserve Fund and then
          paid by
          the Corridor Contract Reserve Fund to those Certificateholders.

         

        
          
            
            

          

          
            74

            
              

            

          

          
            
            

          

        

         

        (c)           Distributions
          From the Corridor Contract Reserve Fund.  On each Distribution
          Date prior to the termination of the Corridor Contract Reserve Fund, following
          all deposits to the Corridor Contract Reserve Fund (including any deposit
          pursuant to Section 3.05) and the distributions described under Section
          4.02(a),
          the Supplemental Interest Trustee shall distribute amounts on deposit in
          the
          Corridor Contract Reserve Fund as follows:

         

        1.           on
          (i) any Distribution Date prior to the Distribution Date in June 2010 on
          which
          the Overcollateralized Amount is equal to zero and (ii) on any Distribution
          Date
          on or after the Distribution Date in June 2010, in the following
          order:

         

        (i)           concurrently,
          to each Class of Senior LIBOR Certificates, the remaining Current Interest
          and
          Interest Carry Forward Amount for each such Class and such Distribution
          Date,
          pro rata based on their respective entitlements;

         

        (ii)           sequentially,
          to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,
          Class
          M-7, Class M-8, Class M-9 and Class M-10 Certificates, in that order, any
          remaining Current Interest and Interest Carry Forward Amount for each such
          Class; and

         

        (iii)           to
          the Class or Classes of LIBOR Certificates then entitled to receive
          distributions in respect of principal, in an aggregate amount equal to
          the
          Overcollateralization Deficiency Amount remaining unpaid, payable to the
          Class
          or Classes of LIBOR Certificates then entitled to receive distributions
          in
          respect of principal in the amounts and priorities described in rules 4(a)
          and
          4(b) of Section 4.02(a);

         

        2.           concurrently,
          to each Class of Senior LIBOR Certificates, in an amount up to the amount
          of
          remaining Net Rate Carryover for each such Class, pro rata based on the
          amount
          of remaining Net Rate Carryover for each such Class; and

         

        3.           sequentially,
          to the Class M 1, Class M 2, Class M 3, Class M 4, Class M 5, Class M-6,
          Class
          M-7, Class M-8, Class M-9 and Class M-10 Certificates, in that order, in
          an
          amount up to the remaining amount of Net Rate Carryover for each such
          Class.

         

        On
          any
          Distribution Date prior to the termination of the Corridor Contract Reserve
          Fund
          pursuant to Section 3.08(d), amounts, if any, on deposit in the Corridor
          Contract Reserve Fund in excess of the amounts distributed pursuant to
          1 through
          4 above shall remain on deposit in the Corridor Contract Reserve Fund for
          distribution on future Distribution Dates.  Upon the termination of
          the Corridor Contract Reserve Fund pursuant to Section 3.08(d), any amounts
          remaining in the Corridor Contract Reserve Fund shall be distributed to
          the
          Underwriter.

         

        (d)           [Reserved].

         

        (e)           [Reserved].

         

        (f)           [Reserved].

         

        (g)           [Reserved].

         

        
          
            
            

          

          
            75

            
              

            

          

          
            
            

          

        

         

        (h)           [Reserved].

         

        (i)           On
          each Distribution Date, the related Prepayment Charge Amount with respect
          to
          Loan Group 1 and Loan Group 2 shall be distributed to the Class 1-P and
          Class
          2-P Certificates, respectively.

         

        (j)           Application
          of Applied Realized Loss Amounts.  On each Distribution Date, the
          Trustee shall allocate any Applied Realized Loss Amount, first,  to
          reduce the Class Certificate Balances of the Class M-10, Class M-9, Class
          M-8,
          Class M-7, Class M-6, Class M-5, Class M-4, Class M-3, Class M-2 and Class
          M-1
          Certificates, sequentially, in that order, until their respective Class
          Certificate Balances are reduced to zero and, second, to the Group 1 Senior
          Certificates and Group 2 Senior Certificates, pro rata, on the basis of
          the
          aggregate Class Certificate Balance of the related Senior Certificates,
          as
          follows: (a) with respect to the Group 1 Senior Certificates, sequentially,
          to
          the Class 1-A-3, Class 1-A-2 and Class 1-A-1 Certificates, in that order,
          until
          their respective Class Certificate Balances are reduced to zero; and (b)
          with
          respect to the Group 2 Senior Certificates, sequentially, to the Class
          2-A-3,
          Class 2-A-2 and Class 2-A-1 Certificates, in that order, until their respective
          Class Certificate Balances are reduced to zero.

         

        (k)           Application
          of Subsequent Recoveries.  On each Distribution Date, the Trustee
          shall allocate the amount of the Subsequent Recoveries, if any, to increase
          the
          Class Certificate Balance of the Classes of Certificates to which Applied
          Realized Loss Amounts have been previously allocated, first, pro rata based
          on
          the aggregate of the Applied Realized Loss Amounts previously allocated
          the
          Group 1 Senior Certificates and Group 2 Senior Certificates, (a) sequentially,
          to the Class 1-A-1, Class 1-A-2 and Class 1-A-3 Certificates, in that order,
          by
          not more than the amount of the Unpaid Realized Loss Amount for each such
          Class,
          and (b) sequentially, to the Class 2-A-1, Class 2-A-2 and Class 2-A-3
          Certificates, in that order, not by more than the amount of the Unpaid
          Realized
          Loss Amount for each such Class, and second, sequentially, to the Class
          M-1,
          Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class
          M-8,
          Class M-9 and Class M-10 Certificates, in that order, by not more than
          the
          amount of the Unpaid Realized Loss Amount of each such Class.

         

        Holders
          of Certificates to which any Subsequent Recoveries have been allocated
          shall not
          be entitled to any payment in respect of Current Interest on the amount
          of such
          increases for any Interest Accrual Period preceding the Distribution Date
          on
          which such increase occurs.

         

        
          	
                  SECTION
                    4.03.

                	
                  [Reserved].

                


        

         

        
          	
                  SECTION
                    4.04.

                	
                  [Reserved].

                


        

         

        
          	
                  SECTION
                    4.05.

                	
                  [Reserved].

                


        

         

        
          	
                  SECTION
                    4.06.

                	
                  Monthly
                    Statements to
                    Certificateholders.

                


        

         

        (a)           Concurrently
          with each distribution on a Distribution Date, the Trustee will forward
          by mail
          to each Rating Agency and make available to Certificateholders and the
          Counterparty on the Trustee’s website (http://www.bnyinvestorreporting.com) a
          statement generally setting forth the information contained in
          Exhibit U.

         

        
          
            
            

          

          
            76

            
              

            

          

          
            
            

          

        

         

        (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 to this Agreement.

         

        (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) of 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.

         

        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.

         

        
          
            
            

          

          
            77

            
              

            

          

          
            
            

          

        

         

        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 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.

         

        
          
            
            

          

          
            78

            
              

            

          

          
            
            

          

        

         

        (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 or in
          the
          case of the first Distribution Date, the Initial LIBOR Rate.

         

        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
          formula appearing in the definition of Pass-Through Rate.

         

        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 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.

         

        
          	
                  SECTION
                    4.09.

                	
                  Determination
                    of MTA.

                


        

         

        
          
            
            

          

          
            79

            
              

            

          

          
            
            

          

        

         

        (a)           On
          each related Interest Determination Date, so long as the MTA Certificates
          are
          outstanding, the Trustee shall determine MTA on the basis of the most recent
          MTA
          figure available as of such related Interest Determination Date.

         

        (b)           If
          on any Interest Determination Date, MTA is no longer available, the Trustee
          shall select a new index for the MTA Certificates that is based on comparable
          information.  When the Trustee selects a new index for the MTA
          Certificates, the Pass-Through Margin for each Class of MTA Certificates
          will
          increase or decrease by the difference between the average MTA for the
          final
          three years it was in effect and the average of the most recent three years
          for
          the replacement index.  The Pass-Through Margin for each Class of MTA
          Certificates will be increased by that difference if the average MTA is
          greater
          than the average replacement index, and the Pass-Through Margin for each
          Class
          of MTA Certificates will be decreased by that difference if the replacement
          index is greater than the average MTA.

         

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

         

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

         

        
          
            
            

          

          
            80

            
              

            

          

          
            
            

          

        

         

        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 dollar denominations, integral dollar multiples in excess thereof
          and aggregate dollar denominations as set forth in the following
          table:

         

        
          	
                  Class

                	 	
                  Minimum
                    Denomination

                	 	 	
                  Integral
                    Multiples in Excess of Minimum

                	 	 	
                  Original
                    Class Certificate Balance/Notional Amount

                	 
	
                  1-A-1

                	 	$	
                  25,000

                	 	 	$	
                  1,000

                	 	 	$	
                  127,393,000.00

                	 
	
                  1-A-2

                	 	$	
                  25,000

                	 	 	$	
                  1,000

                	 	 	$	
                  63,697,000.00

                	 
	
                  1-A-3

                	 	$	
                  25,000

                	 	 	$	
                  1,000

                	 	 	$	
                  21,232,000.00

                	 
	
                  2-A-1

                	 	$	
                  25,000

                	 	 	$	
                  1,000

                	 	 	$	
                  237,855,000.00

                	 
	
                  2-A-2

                	 	$	
                  25,000

                	 	 	$	
                  1,000

                	 	 	$	
                  118,928,000.00

                	 
	
                  2-A-3

                	 	$	
                  25,000

                	 	 	$	
                  1,000

                	 	 	$	
                  39,642,000.00

                	 
	
                  X

                	 	$	
                  100,000

                	 	 	$	
                  1,000

                	 	 	$	330,237,311.00	(2)
	
                  M-1

                	 	$	
                  25,000

                	 	 	$	
                  1,000

                	 	 	$	
                  17,086,000.00

                	 
	
                  M-2

                	 	$	
                  25,000

                	 	 	$	
                  1,000

                	 	 	$	
                  11,391,000.00

                	 
	
                  M-3

                	 	$	
                  25,000

                	 	 	$	
                  1,000

                	 	 	$	
                  3,350,000.00

                	 
	
                  M-4

                	 	$	
                  25,000

                	 	 	$	
                  1,000

                	 	 	$	
                  3,350,000.00

                	 
	
                  M-5

                	 	$	
                  25,000

                	 	 	$	
                  1,000

                	 	 	$	
                  3,350,000.00

                	 
	
                  M-6

                	 	$	
                  25,000

                	 	 	$	
                  1,000

                	 	 	$	
                  3,350,000.00

                	 
	
                  M-7

                	 	$	
                  25,000

                	 	 	$	
                  1,000

                	 	 	$	
                  3,350,000.00

                	 
	
                  M-8

                	 	$	
                  25,000

                	 	 	$	
                  1,000

                	 	 	$	
                  3,350,000.00

                	 
	
                  M-9

                	 	$	
                  25,000

                	 	 	$	
                  1,000

                	 	 	$	
                  3,350,000.00

                	 
	
                  M-10

                	 	$	
                  25,000

                	 	 	$	
                  1,000

                	 	 	$	
                  6,032,000.00

                	 
	
                  A-R

                	 	$	99.95	(1)	 	
                  N/A

                	 	 	
                  N/A

                	 
	
                  C

                	 	
                  N/A

                	 	 	
                  N/A

                	 	 	$	
                  3,351,211.49

                	 
	
                  1-P

                	 	 	(2	)	 	 	(2	)	 	$	
                  100.00

                	 
	
                  2-P

                	 	 	(2	)	 	 	(2	)	 	$	
                  100.00

                	 
	 	 	 	 	 	 	 	 	 	 	 	 	 


        

        
          	
                  (1)

                	
                  The
                    Tax Matters Person Certificate may be issued in a denomination
                    of
                    $0.05.

                


        

         

        
          	
                  (2)

                	
                  The
                    Class 1-P and Class 2-P Certificates are issuable in minimum
                    notional
                    amounts equal to a 20% Percentage Interest and any amount in
                    excess
                    thereof.

                


        

         

        Subject
          to Section 9.02 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.

         

        
          
            
            

          

          
            81

            
              

            

          

          
            
            

          

        

         

        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 of the Depositor.

         

        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, 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 provided in this Agreement.  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
          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.

         

        
          
            
            

          

          
            82

            
              

            

          

          
            
            

          

        

         

        (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;
          provided, however, that in the case of the delivery of an Investment Letter
          in
          connection with the transfer of any Class C or Class P Certificate to a
          transferee that is formed with the purpose of issuing notes backed by such
          Class
          C or Class P Certificate, as the case may be, clause (b) and (c) of the
          form of
          Investment Letter shall not be applicable and shall be deleted by such
          transferee.  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, the NIM
          Insurer
          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 an employee benefit plan or arrangement subject to Section 406 of
          ERISA
          or a plan or arrangement subject to Section 4975 of the Code, nor a person
          acting on behalf of any such plan or arrangement or using the assets of
          any such
          plan or arrangement to effect such transfer 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 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 that the purchase and holding of such Certificates
          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 an employee benefit plan or arrangement subject
          to
          ERISA or a plan or arrangement subject to Section 4975 of the Code (or
          comparable provisions of any subsequent enactments), or a trustee or any
          other
          person acting on behalf of any such plan or arrangement, or using such
          plan’s or
          arrangement’s assets, an Opinion of Counsel satisfactory to the Trustee, which
          Opinion of Counsel shall not be an expense of the Trustee, the Master Servicer
          or the Trust Fund, addressed to 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 (such Opinion of Counsel, a “Benefit Plan
          Opinion”).  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 Benefit Plan Opinion 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 Certificates.  Notwithstanding anything else to the
          contrary in this Agreement, any purported transfer of an ERISA-Restricted
          Certificate to or on behalf of an employee benefit plan or arrangement
          subject
          to ERISA or to Section 4975 of the Code without the delivery to the Trustee
          of a
          Benefit Plan Opinion of Counsel satisfactory to the Trustee as described
          above
          shall be void and of no effect.

         

        
          
            
            

          

          
            83

            
              

            

          

          
            
            

          

        

         

        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
          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.

         

        So
          long
          as the Supplemental Interest Trust is in effect, no transfer of a Class
          1-A-1 or
          Class 2-A-1 Certificate (other than a transfer of any such Certificate
          to an
          affiliate of the Depositor (either directly or through a nominee) in connection
          with the initial issuance of the Certificates) shall be made unless the
          Trustee
          shall have received a representation letter from the transferee of such
          Certificate substantially in the form of Exhibit L-2 (the “Covered
          Certificate Letter”) to the effect that (i) such transferee is not
          a Plan, or (ii) that the purchase and holding of such Certificate satisfies
          the
          requirements for exemptive relief under PTCE 84-14, PTCE 90-1, PTCE 91-38,
          PTCE
          95-60, PTCE 96-23, the service provider exemption provided under Section
          408(b)(17) of ERISA and Section 4975(d)(20) of the Code or a similar
          exemption.  In the event that such a representation letter is not
          delivered, one of the foregoing representations, as appropriate, shall
          be deemed
          to have been made by the transferee’s (including an initial acquiror’s)
          acceptance of the Class 1-A-1 or Class 2-A-1 Certificate.  In the
          event that such representation is violated, such transfer or acquisition
          shall
          be void and of no effect.

         

        (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.

         

        
          
            
            

          

          
            84

            
              

            

          

          
            
            

          

        

         

        (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
          (the “Residual Transferor Certificate”) 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 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.

         

        
          
            
            

          

          
            85

            
              

            

          

          
            
            

          

        

         

        (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.

         

        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 in this Agreement 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.

         

        
          
            
            

          

          
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                  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 NIM Insurer, the Trustee and any agent of the Master
          Servicer, the NIM Insurer 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 NIM Insurer, the Trustee
          nor
          any agent of the Master Servicer, the NIM Insurer or the Trustee shall
          be
          affected by any notice to the contrary.

         

        
          	
                  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.

         

        
          
            
            

          

          
            87

            
              

            

          

          
            
            

          

        

         

        
          	
                  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.

         

        
          
            
            

          

          
            88

            
              

            

          

          
            
            

          

        

         

        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 with
          this
          Agreement only to the extent of the obligations specifically and respectively
          imposed upon and undertaken by them in this Agreement.

         

        
          	
                  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 in this Agreement 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,
                    the NIM
                    Insurer and Others.

                


        

         

        None
          of
          the Depositor, the Master Servicer, the NIM Insurer or any Seller or any
          of the
          directors, officers, employees or agents of the Depositor, the Master Servicer,
          the NIM Insurer 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 in this Agreement or protect
          the
          Depositor, the Master Servicer, 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, the NIM Insurer, each Seller and any director, officer, employee
          or
          agent of the Depositor, the Master Servicer, the  NIM Insurer or each
          Seller may rely in good faith on any document of any kind
primafacie properly executed and submitted by any Person
          respecting any matters arising under this Agreement.  The Depositor,
          the Master Servicer, the NIM Insurer, each Seller and any director, officer,
          employee or agent of the Depositor, the Master Servicer, the NIM Insurer
          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, the NIM
          Insurer 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,
          the NIM Insurer 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,
          the NIM Insurer and each Seller shall be entitled to be reimbursed therefor
          out
          of the Certificate Account.

         

        
          
            
            

          

          
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                  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 that is
          reasonably acceptable to the Trustee and the NIM Insurer and the written
          confirmation from each Rating Agency (which confirmation shall be furnished
          to
          the Depositor, the Trustee and the NIM Insurer) that such resignation will
          not
          cause such Rating Agency to reduce the then-current rating 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.

         

        
          
            
            

          

          
            90

            
              

            

          

          
            
            

          

        

         

        ARTICLE
          VII

        DEFAULT

         

        
          	
                  SECTION
                    7.01.

                	
                  Events
                    of Default.

                


        

         

        “Event
          of Default,” wherever used in this Agreement, 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, the NIM Insurer or the Depositor or to the Master Servicer,
          the NIM
          Insurer and the Trustee by the Holders of Certificates having not less
          than 25%
          of the Voting Rights evidenced by the Certificates in the applicable Certificate
          Group; 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, the NIM Insurer 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
          in the applicable Certificate Group;  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

         

        
          
            
            

          

          
            91

            
              

            

          

          
            
            

          

        

         

        (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 either the NIM Insurer or the 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 under this
          Agreement.

         

        
          
            
            

          

          
            92

            
              

            

          

          
            
            

          

        

         

        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.

         

        
          	
                  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, 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 in this Agreement and shall be subject to all the responsibilities,
          duties
          and liabilities relating thereto placed on the Master Servicer by the terms
          and
          provisions of this Agreement 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, 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 or if it is
          otherwise unable to so act, (i) appoint any established mortgage loan servicing
          institution reasonably acceptable to the NIM Insurer (as evidenced by the
          prior
          written consent of the NIM Insurer), or (ii) if it is unable for 60 days
          to
          appoint a successor servicer reasonably acceptable to the NIM Insurer,
          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 and the NIM Insurer guaranteed
          notes
          (without giving any effect to any policy or guaranty provided by the NIM
          Insurer) 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 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 (15) 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,
          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.

         

        
          
            
            

          

          
            93

            
              

            

          

          
            
            

          

        

         

        Any
          successor to the Master Servicer as master servicer shall give notice to
          the NIM
          Insurer and 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 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.

         

        
          
            
            

          

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

         

        
          
            
            

          

          
            95

            
              

            

          

          
            
            

          

        

         

        The
          Trustee hereby represents, warrants, covenants and agrees that, except
          as
          permitted by Article IX hereof, it shall not cause the Trust Fund to consolidate
          or amalgamate with, or merge with or into, or transfer all or substantially
          all
          of the Trust Fund to, another Person.

         

        
          	
                  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 the NIM Insurer or 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;

         

        
          
            
            

          

          
            96

            
              

            

          

          
            
            

          

        

         

        (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
          the NIM Insurer or any of the Certificateholders, pursuant to the provisions
          of
          this Agreement, unless the NIM Insurer or 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.

         

        
          	
                  SECTION
                    8.03.

                	
                  Trustee
                    Not Liable for Certificates or Mortgage
                    Loans.

                


        

         

        The
          recitals contained in this Agreement 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 in this
          Agreement, 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.

         

        
          
            
            

          

          
            97

            
              

            

          

          
            
            

          

        

         

        
          	
                  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 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.  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.

         

        
          
            
            

          

          
            98

            
              

            

          

          
            
            

          

        

         

        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 NIM Insurer or 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, in 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, the NIM Insurer or the Master Servicer, and in the case
          of clause
          (iv), the Depositor, may remove the Trustee and appoint a successor trustee,
          reasonably acceptable to the NIM Insurer, 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, one copy of which shall
          be
          delivered to the NIM Insurer 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 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 NIM Insurer and one complete set to the successor so
          appointed.  Notice of any removal of the Trustee shall be given to
          each Rating Agency by the successor trustee.

         

        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.

         

        
          	
                  SECTION
                    8.08.

                	
                  Successor
                    Trustee.

                


        

         

        Any
          successor trustee appointed as provided in Section 8.07 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
          in
          this Agreement. 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.

         

        
          
            
            

          

          
            99

            
              

            

          

          
            
            

          

        

         

        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, is reasonably acceptable to
          the NIM
          Insurer, its appointment shall not adversely affect the then -current ratings
          of
          the Certificates and 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 the NIM Insurer and 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 without the execution or filing of any paper or further act
          on the part of any of the parties hereto, anything in this Agreement 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 and reasonably acceptable to the NIM Insurer to act as co-trustee
          or
          co-trustees jointly with the Trustee, or separate trustee or 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.

         

        
          
            
            

          

          
            100

            
              

            

          

          
            
            

          

        

         

        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 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.

         

        
          
            
            

          

          
            101

            
              

            

          

          
            
            

          

        

         

        
          	
                  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 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.

         

        
          
            
            

          

          
            102

            
              

            

          

          
            
            

          

        

         

        In
          order
          to enable the Trustee to perform its duties as set forth in this Agreement,
          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 in this
          Agreement.  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).

         

        The
          Trustee shall treat the rights of the Holders of the LIBOR Certificates
          to
          receive payments from the Carryover Reserve Fund as rights in a notional
          principal contract written by the Holders of the Class C Certificates in
          respect
          of any Net Carryover distributed in favor of the Holders of the LIBOR
          Certificates.  Thus, with respect to the preceding sentence, the LIBOR
          Certificates shall be treated as representing ownership of a REMIC regular
          interests coupled with contractual rights.

         

        The
          Trustee shall treat the Carryover Reserve Fund as owned by the Holders
          of the
          Class C Certificates, and shall treat the Supplemental Interest Trust,
          including
          the Corridor Contract Reserve Fund as owned by the Underwriter.  The
          Trustee shall treat the rights of Holders of the LIBOR Certificates to
          receive
          payments from the Corridor Contract Reserve Fund and the Carryover Reserve
          Fund
          as rights in a notional principal contract written by (i) the Holders of
          the
          Class C Certificates in respect of any Net Rate Carryover distributed pursuant
          to 4.02(b) herein and (ii) the Counterparty in respect of any Net Rate
          Carryover
          funded by the Corridor Contracts.  Thus, the LIBOR Certificates and
          the Class C Certificates shall be treated as representing ownership of
          Master
          REMIC regular interests coupled with contractual rights and obligations
          within
          the meaning of Treasury Regulation 1.860G-2(i).  In addition, the
          Trustee shall assume that Corridor Contract 1 has a value of $796,000 and
          Corridor Contract 2 has a value of $43,000.

         

        
          
            
            

          

          
            103

            
              

            

          

          
            
            

          

        

         

        
          	
                  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 LIBOR 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.

         

        
          
            
            

          

          
            104

            
              

            

          

          
            
            

          

        

         

        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 or NIM Insurer (the party exercising such purchase option, the
          “Terminator”) of all of the Mortgage Loans (and REO Properties) at the price
          equal to the sum of (i) 100% of the Stated Principal Balance of each Mortgage
          Loan (other than in respect of an REO Property), (ii) accrued interest
          thereon
          at the applicable Mortgage Rate (or, if such repurchase is effected by
          the
          Master Servicer, at the applicable Adjusted Mortgage Rate, (iii) the appraised
          value of any REO Property (up to the Stated Principal Balance of the related
          Mortgage Loan), such appraisal to be conducted by an appraiser mutually
          agreed
          upon by the Terminator and the Trustee, (iv) any remaining unpaid costs
          and
          damages incurred by the Trust Fund that arises out of a violation of any
          predatory or abusive lending law that also constitutes an actual breach
          of
          clause (50) on Schedule III-A, in all cases plus accrued and unpaid interest
          thereon at the applicable Adjusted Mortgage Rate, and (v) plus, if the
          Terminator is the NIM Insurer, any unreimbursed Servicing Advances, and
          the
          principal portion of any unreimbursed Advances, made on the Mortgage Loans
          prior
          to the exercise of such repurchase, 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 the Certificateholders of all amounts required
          to be
          distributed to them pursuant to this Agreement, as applicable.  In no
          event shall the trusts created hereby continue beyond the earlier of (i)
          the
          expiration of 21 years from the death of the last 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
          right
          to purchase all Mortgage Loans and REO Properties by the Terminator pursuant
          to
          clause (a) of the immediately preceding paragraph shall be conditioned
          upon (1)
          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
          and (2) unless the NIM Insurer otherwise consents, the purchase price for
          such
          Mortgage Loans and REO Properties shall result in a final distribution
          on any
          NIM Insurer guaranteed notes that is sufficient (x) to pay such notes in
          full
          and (y) to pay any amounts due and payable to the NIM Insurer pursuant
          to the
          indenture related to such notes.

         

        The
          preceding notwithstanding, on any Distribution Date on which each of the
          Master
          Servicer and the NIM Insurer shall have the option to purchase all the
          Mortgage
          Loans (and REO Properties) remaining in the Trust Fund pursuant to this
          Section
          9.01, the NIM Insurer’s purchase option shall require the prior written consent
          of the Master Servicer.

         

        The
          Supplemental Interest Trust shall terminate on the earlier of (i) the reduction
          of the aggregate Class Certificate Balance of the LIBOR Certificates to
          zero,
          (ii) the Distribution Date in June 2017, following the distribution of
          any
          amounts in the Corridor Contract Reserve Fund and (iii) the termination
          of this
          Agreement.

         

        
          	
                  SECTION
                    9.02.

                	
                  Final
                    Distribution on the
                    Certificates.

                


        

         

        
          
            
            

          

          
            105

            
              

            

          

          
            
            

          

        

         

        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 Terminator 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
          Terminator 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 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 Terminator will
          give such notice to each Rating Agency at the time such notice is given
          to the
          affected 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, 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 accrued interest thereon
          (or
          on their Notional Amount, if applicable) in the case of an interest bearing
          Certificate 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 its 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 to this
          Agreement.

         

        
          
            
            

          

          
            106

            
              

            

          

          
            
            

          

        

         

        
          	
                  SECTION
                    9.03.

                	
                  Additional
                    Termination Requirements.

                


        

         

        (a)           In
          the event the Terminator exercises its purchase option as provided in
          Section 9.01, the REMICs 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 Terminator, 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
          created hereunder to fail to qualify as a REMIC at any time that any
          Certificates are outstanding:

         

        (1)           The
          Master Servicer shall establish a 90-day liquidation period and notify
          the
          Trustee thereof, which shall in turn specify the first day of such period
          in a
          statement attached to the final Tax Return of each REMIC subject to termination
          hereto pursuant to Treasury Regulation Section 1.860F-1.  The Master
          Servicer shall prepare a plan of complete liquidation and shall otherwise
          satisfy all the requirements of a qualified liquidation under Section 860F
          of
          the Code and any regulations thereunder, as evidenced by an Opinion of
          Counsel
          delivered to the Trustee and the Depositor obtained at the expense of the
          Terminator; 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 each REMIC subject to termination
          hereto
          to the Terminator for cash in accordance with Section 9.01.

         

        (b)           The
          Trustee, as agent for any REMIC created hereunder, 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 Terminator.

         

        (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
          each
          complete liquidation.

         

        
          
            
            

          

          
            107

            
              

            

          

          
            
            

          

        

         

        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 in this Agreement or to supplement any provision in
          this
          Agreement which may be inconsistent with any other provision in this Agreement,
          (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 be deemed
          not 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 in the applicable Certificate
          Group 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 in the applicable Certificate Group then
          outstanding.

         

        
          
            
            

          

          
            108

            
              

            

          

          
            
            

          

        

         

        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 in this Agreement
          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.

         

        
          
            
            

          

          
            109

            
              

            

          

          
            
            

          

        

         

        
          	
                  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) of
          the 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 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 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.

         

        
          
            
            

          

          
            110

            
              

            

          

          
            
            

          

        

         

        (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.

         

        (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 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 of such a rating action.

         

        
          
            
            

          

          
            111

            
              

            

          

          
            
            

          

        

         

        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 under this Agreement 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 (a) in the case of the Depositor,
          CWALT,
          Inc., 4500 Park Granada, Calabasas, California 91302, facsimile number:
          (818)
          225-4016, Attention: Josh Adler, (b) 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, (c) in the case of Park Granada, 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,
          (d) in the case of Park Monaco Inc., 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 Monaco in writing, (e)
          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, (f)
          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, (g) in the
          case of
          the Trustee, The Bank of New York, 101 Barclay Street, Floor 4W, New York,
          New
          York 10286, facsimile number: (212) 815-3986, Attention: Mortgage-Backed
          Securities Group, CWALT, Inc. Series 2007-OA8, or such other address as
          the
          Trustee may hereafter furnish to the Depositor or Master Servicer, (h)
          in the
          case of the Counterparty, UBS AG, Stamford Branch, 677 Washington Boulevard,
          Stamford, Connecticut 06901, facsimile number: (201) 719-0680, Attention:
          Legal
          Affairs or such other address as may be hereafter furnished to the Depositor
          and
          the Trustee in writing, and (i) 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 of the
          Certificates.

         

        
          
            
            

          

          
            112

            
              

            

          

          
            
            

          

        

         

        
          	
                  SECTION
                    10.07.

                	
                  Assignment.

                


        

         

        Notwithstanding
          anything to the contrary contained in this Agreement, 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 the 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 by this Agreement, 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 in this
          Agreement) or in any manner otherwise control the operation and management
          of
          the Trust Fund, or the obligations of the parties hereto, nor shall anything
          set
          forth in this Agreement 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 of this Agreement.

         

        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 provided in this Agreement,
          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 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 provided in this Agreement
          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.

         

        
          
            
            

          

          
            113

            
              

            

          

          
            
            

          

        

         

        
          	
                  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 after the Certificates have been paid.

         

        
          	
                  SECTION
                    10.13.

                	
                  Rights
                    of the NIM Insurer.

                


        

         

        (a)           The
          rights of the NIM Insurer under this Agreement shall exist only so long
          as
          either:

         

        (1)           the
          notes certain, payments on which are guaranteed by the NIM Insurer, remain
          outstanding or

         

        
          
            
            

          

          
            114

            
              

            

          

          
            
            

          

        

         

        (2)           the
          NIM Insurer is owed amounts paid by it with respect to that
          guaranty.

         

        (b)           The
          rights of the NIM Insurer under this Agreement are exercisable by the NIM
          Insurer only so long as no default by the NIM Insurer under its guaranty
          of
          certain payments under notes backed or secured by the Class C or Class
          P
          Certificates has occurred and is continuing. If the NIM Insurer is the
          subject
          of any insolvency proceeding, the rights of the NIM Insurer under this
          Agreement
          will be exercisable by the NIM Insurer only so long as:

         

        (1)           the
          obligations of the NIM Insurer under its guaranty of notes backed or secured
          by
          the Class C or Class P Certificates have not been disavowed and

         

        (2)           Countrywide
          and the Trustee have received reasonable assurances that the NIM Insurer
          will be
          able to satisfy its obligations under its guaranty of notes backed or secured
          by
          the Class C or Class P Certificates.

         

        (c)           The
          NIM Insurer is a third party beneficiary of this Agreement to the same
          extent as
          if it were a party to this Agreement and may enforce any of those rights
          under
          this Agreement.

         

        (d)           A
          copy of any documents of any nature required by this Agreement to be delivered
          by the Trustee, or to the Trustee or the Rating Agencies, shall in each
          case at
          the same time also be delivered to the NIM Insurer. Any notices required
          to be
          given by the Trustee, or to the Trustee or the Rating Agencies, shall in
          each
          case at the same time also be given to the NIM Insurer.   If the
          Trustee receives a notice or document that is required hereunder to be
          delivered
          to the NIM Insurer, and if such notice or document does not indicate that
          a copy
          thereof has been previously sent to the NIM Insurer, the Trustee shall
          send the
          NIM Insurer a copy of such notice or document.  If such document is an
          Opinion of Counsel, the NIM Insurer shall be an addressee thereof or such
          Opinion of Counsel shall contain language permitting the NIM Insurer to
          rely
          thereon as if the NIM Insurer were an addressee thereof.

         

        (e)           Anything
          in this Agreement that is conditioned on not resulting in the downgrading
          or
          withdrawal of the ratings then assigned to the Certificates by the Rating
          Agencies shall also be conditioned on not resulting in the downgrading
          or
          withdrawal of the ratings then assigned by the Rating Agencies to the notes
          backed or secured by the Class C or Class P Certificates (without giving
          effect
          to any policy or guaranty provided by the NIM Insurer).

         

        
          
            
            

          

          
            115

            
              

            

          

          
            
            

          

        

         

        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 Statement 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.

         

        
          
            
            

          

          
            116

            
              

            

          

          
            
            

          

        

         

        (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 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, the Depositor
          or the
          NIM Insurer 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 Supplemental
          Transfer, 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 the 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 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.

         

        
          
            
            

          

          
            117

            
              

            

          

          
            
            

          

        

         

        
          	
                  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 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.

         

        
          
            
            

          

          
            118

            
              

            

          

          
            
            

          

        

         

        
          
            	
                    SECTION
                      11.07.

                  	
                    
                      Report
                        on Assessment of Compliance and
                        Attestation.

                    

                  


          

        

         

        (a)           On
          or before March 15 of each calendar year, commencing in 2008:

         

        (i)           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.

         

        (ii)           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 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.

         

        (iii)           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.

         

        (iv)           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.

         

        (v)           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.

         

        
          
            
            

          

          
            119

            
              

            

          

          
            
            

          

        

         

        (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
          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.

         

        
          
            
            

          

          
            120

            
              

            

          

          
            
            

          

        

         

        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 or
          the NIM
          Insurer. 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.

         

         

         

        *           *           *           *           *           *

         

        
           

          
            
              
              

            

            
              121

              
                

              

            

            
              
              

            

          

        

         

        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/ Kushal
                  Bhakta	 
	 	 	Name:
 Kushal
                  Bhakta	 
	 	 	Title:
  
First
                  Vice
                  President	 
	 	 	 	 


        

         

        
          
            	 	
                    THE
                      BANK OF NEW YORK,

                  	 
	 	  
                    as Trustee	 
	 	 	 	 
	
                     

                  	
                    By:
                      

                  	/s/ Matthew
                    Sabino	 
	 	 	Name:
 Matthew
                    Sabino	 
	 	 	Title:
  
Assistant
                    Treasurer	 
	 	 	 	 


          

        

        
        

         

        
          
            	 	
                    
                      COUNTRYWIDE
                        HOME LOANS, INC.,

                    

                  	 
	 	  
                    as
                    a Seller	 
	 	 	 	 
	
                     

                  	
                    By:
                      

                  	/s/ Kushal
                    Bhakta	 
	 	 	Name:
 Kushal
                    Bhakta	 
	 	 	Title:
  
First
                    Vice
                    President	 
	 	 	 	 


          

           

          
            
              
                	 	
                        
                          PARK
                            GRANADA LLC,

                        

                      	 
	 	  
                        as
                        a Seller	 
	 	 	 	 
	
                         

                      	
                        By:
                          

                      	/s/ Kushal
                        Bhakta	 
	 	 	Name:
 Kushal
                        Bhakta	 
	 	 	Title:
  
First
                        Vice
                        President	 
	 	 	 	 


              

               

              
                
                  
                    	 	
                            PARK
                              MONACO INC.,

                          	 
	 	  
                            as
                            a Seller	 
	 	 	 	 
	
                             

                          	
                            By:
                              

                          	/s/ Kushal
                            Bhakta	 
	 	 	Name:
 Kushal
                            Bhakta	 
	 	 	Title:
  
First
                            Vice
                            President	 
	 	 	 	 


                  

                   

                

              

            

          

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

          
            
              
                	 	
                        
                          PARK
                            SIENNA LLC,

                        

                      	 
	 	  
                        as
                        a Seller	 
	 	 	 	 
	
                         

                      	
                        By:
                          

                      	/s/ Kushal
                        Bhakta	 
	 	 	Name:
 Kushal
                        Bhakta	 
	 	 	Title:
  
First
                        Vice
                        President	 
	 	 	 	 


              

              
                 

                
                  
                    
                      	 	
                              COUNTRYWIDE
                                HOME LOANS SERVICING LP,

                            	 
	 	  
                              as
                              Master
                              Servicer	 
	 	 	 
	 	By:  COUNTRYWIDE
                              GP, INC.	 
	 	 	 	 
	
                               

                            	
                              By:
                                

                            	/s/ Kushal
                              Bhakta	 
	 	 	Name:
 Kushal
                              Bhakta	 
	 	 	Title:
  
First
                              Vice
                              President	 
	 	 	 	 


                    

                     

                  

                

              

            

          

        

        
          
            
              
                
                  	 	
                          Acknowledged
                            solely with respect to the Trustee’s obligations 
under Section
                            4.01(b):

                        	 
	 	 	 
	 	THE
                          BANK OF NEW YORK, in its individual capacity	 
	 	 	 	 
	
                           

                        	
                          By:
                            

                        	/s/ Paul
                          Connolly	 
	 	 	Name:  Paul
                          Connolly	 
	 	 	Title:   
                          Vice President	 
	 	 	 	 


                

              

            

          

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        SCHEDULE
          I

         

        Mortgage
          Loan Schedule

         

        [Delivered
          at Closing to Trustee]

         

        
          
            
            

          

          
            S-I-1

            
              

            

          

          
            
            

          

        

         

        SCHEDULE
          II-A

         

        CWALT,
          Inc.

         

        Mortgage
          Pass-Through Certificates

         

        Series
          2007-OA8

         

        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 Home Loans,
          Inc., as
          a seller, Park Granada LLC, as a seller, Park Monaco Inc., as a seller,
          Park
          Sienna LLC, as a seller, CWALT, Inc., as depositor, Countrywide Home Loans
          Servicing LP, as master servicer 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-OA8

         

        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 LLC, as a seller, Park Monaco
          Inc.,
          as a seller, Park Sienna LLC, as a seller, Countrywide Home Loans, 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
          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-OA8

         

        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.

         

        
          
            
            

          

          
            S-II-C-1

            
              

            

          

          
            
            

          

        

         

        (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 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-OA8

         

        Representations
          and Warranties of Park Sienna

         

        Park
          Sienna Inc. (“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 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
          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-OA8

         

        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 the the Mortgage Loan Schedule (other than the
          information related to clauses (xii), (xxii) and (xxiii) of the definition
          of
          Mortgage Loan Schedule) 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)           No
          Mortgage Loan 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.

         

        
          
            
            

          

          
            S-III-A-1

            
              

            

          

          
            
            

          

        

         

        (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.

         

        (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, neither Countrywide 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 and against any loss by reason
          of
          the invalidity or unenforceability of the lien resulting from the provisions
          of
          the Mortgage providing for adjustment in the mortgage interest rate and/or
          monthly payment; 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)           With
          respect to each Mortgage Loan, all mortgage rate and payment adjustments,
          if
          any, made on or prior to the Cut-off Date have been made in accordance
          with the
          terms of the related Mortgage Note or subsequent modifications, if any,
          and
          applicable law.

         

        (14)           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.

         

        
          
            
            

          

          
            S-III-A-2

            
              

            

          

          
            
            

          

        

         

        (15)           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.

         

        (16)           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.

         

        (17)           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 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.

         

        (18)           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.

         

        (19)           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.

         

        (20)           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.

         

        (21)           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.

         

        (22)           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.

         

        
          
            
            

          

          
            S-III-A-3

            
              

            

          

          
            
            

          

        

         

        (23)           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.

         

        (24)           There
          is no pledged account or other security other than real estate securing
          the
          Mortgagor’s obligations in respect of any Mortgage Loan.

         

        (25)           No
          Mortgage Loan has a shared appreciation feature, or other contingent interest
          feature.

         

        (26)           Each
          Mortgage Loan contains a customary “due on sale” clause.

         

        (27)           As
          of the Closing Date, approximately 90.99% and 86.76% of the Mortgage Loans in
          Loan Group 1 and Loan Group 2, respectively, and all of the Mortgage Loans
          in
          Sub-Loan Group X-1 and Sub-Loan Group X-2 provide for a Prepayment
          Charge.

         

        (28)           Each
          Mortgage Loan that had a Loan-to-Value Ratio at origination in excess of
          80% 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
          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% and 90.00%
          and
          from 20% to 25% for Loan-to-Value Ratios between 90.01% and 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.

         

        (29)           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 (30) 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.

         

        
          
            
            

          

          
            S-III-A-4

            
              

            

          

          
            
            

          

        

         

        (30)           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.

         

        (31)           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.

         

        (32)           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, 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.

         

        (33)           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.

         

        (34)           Each
          Mortgage Loan is being master serviced by the Master Servicer.

         

        (35)           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.

         

        (36)           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.

         

        
          
            
            

          

          
            S-III-A-5

            
              

            

          

          
            
            

          

        

         

        (37)           All
          of the Mortgage Loans were underwritten in all material respects in accordance
          with Countrywide’s underwriting guidelines as set forth in the Prospectus
          Supplement.

         

        (38)           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.

         

        (39)           None
          of the Mortgage Loans is a graduated payment mortgage loan or a growing
          equity
          mortgage loan.

         

        (40)           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.

         

        (41)           The
          Mortgage Loans were selected from among the outstanding adjustable-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 can be made.  Such selection was not made
          in a manner intended to adversely affect the interests of
          Certificateholders.

         

        (42)           Each
          Mortgage Loan has a payment date on or before the Due Date in the month
          of the
          first Distribution Date.

         

        (43)           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.

         

        (44)           The
          Mortgage Loans, individually and in the aggregate, conform in all material
          respects to the descriptions thereof in the Prospectus Supplement.

         

        (45)           No
          Mortgage Loan originated prior to October 1, 2002 will impose prepayment
          penalties for a term in excess of five years after origination.

         

        (46)           With
          respect to any Mortgage Loan in Loan Group 2 that contains a provision
          permitting imposition of a penalty upon a prepayment prior to maturity:
          (a) the
          Mortgage Loan provides some benefit to the borrower in exchange for accepting
          such prepayment penalty; (b) the Mortgage Loan’s originator had a written policy
          of offering the borrower, or requiring third-party brokers to offer the
          borrower, the option of obtaining a Mortgage Loan that did not require
          payment
          of such a penalty; (c) the prepayment penalty was adequately disclosed
          to the
          borrower pursuant to applicable state and federal law; (d) the Mortgage
          Loan
          does not provide for prepayment penalty for a term in excess of five years;
          in
          each case unless the loan was modified to reduce the prepayment period
          to no
          more than three years from the date of the note and the borrower was notified
          in
          writing of such reduction in prepayment period; and (e) such prepayment
          penalty
          will not be imposed in any instance where the Mortgage Loan is accelerated
          or
          paid off in connection with the workout of a delinquent mortgage or due
          to the
          borrower’s default, notwithstanding that the terms of the Mortgage Loan or state
          or federal law might permit the imposition of such penalty.

         

        
          
            
            

          

          
            S-III-A-6

            
              

            

          

          
            
            

          

        

         

        (47)           The
          Master Servicer has fully furnished, 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 in Loan Group 2 to Equifax, Experian and
          Trans
          Union Credit Information Company (three of the nationally recognized credit
          bureaus) on a monthly basis.

         

        (48)           The
          original principal balances of all of the Mortgage Loan in Loan Group 2
          are
          within the dollar amount limits of Freddie Mac and Fannie Mae for conforming
          one- to four-family mortgage loans.

         

        (49)           No
          Mortgage Loan originated between October 1, 2002 and March 7, 2003 is subject
          to
          the Georgia Fair Lending Act, as amended.  No Mortgage Loan originated
          between October 1, 2002 and March 7, 2003 is secured by a Mortgaged Property
          located in the state of Georgia, and there is no Mortgage Loan originated
          on or
          after March 7, 2003 that is a “high cost home loan” as defined under the Georgia
          Fair Lending Act.

         

        (50)           None
          of the Mortgage Loans is a “high cost” loan as defined by applicable predatory
          and abusive lending laws.

         

        (51)           None
          of the Mortgage Loans is covered by the Home Ownership and Equity Protection
          Act
          of 1994 (“HOEPA”).

         

        (52)           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.).

         

        (53)           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.).

         

        (54)           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).

         

        (55)           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 through 24-9-9).

         

        
          
            
            

          

          
            S-III-A-7

            
              

            

          

          
            
            

          

        

         

        (56)           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.

         

        (57)           No
          Mortgage Loan is a High Cost Loan or Covered Loan, as applicable (as such
          terms
          are defined in the then-current Standard & Poor’s LEVELS®
Glossary).

         

        (58)           No
          Mortgage Loan originated between October 1, 2002 and March 7, 2003 is subject
          to
          the Georgia Fair Lending Act, as amended.  No Mortgage Loan originated
          between October 1, 2002 and March 7, 2003 is secured by a Mortgaged Property
          located in the state of Georgia, and there is no Mortgage Loan originated
          on or
          after March 7, 2003 that is a “high cost home loan” as defined under the Georgia
          Fair Lending Act.

         

        (59)           No
          Mortgagor related to a Mortgage Loan in Loan Group 2 was required to purchase
          any single premium credit insurance policy (e.g., life, disability, accident,
          unemployment, or health insurance product) or debt cancellation agreement
          as a
          condition of obtaining the extension of credit; no Mortgagor related to
          a
          Mortgage Loan in Loan Group 2 obtained a prepaid single-premium credit
          insurance
          policy (e.g., life, disability, accident, unemployment, mortgage or health
          insurance) in connection with the origination of such Mortgage Loan; no
          proceeds
          from any Mortgage Loan in Loan Group 2 were used to purchase single premium
          credit insurance policies or debt cancellation agreements as part of the
          origination or, or as a condition to closing, such Mortgage Loan.

         

        (60)           With
          respect to all of the Mortgage Loans in Loan Group 2 originated on or after
          August 1, 2004, if the related Mortgage Loan or the related Mortgage Note,
          or
          any document relating to the loan transaction, contains a mandatory arbitration
          clause (that is, a clause that requires the borrower to submit to arbitration
          to
          resolve any dispute arising out of or relating in any way to the mortgage
          loan
          transaction), Countrywide will (i) notify the related borrower in writing
          within
          60 days after the Closing Date that none of the related seller, the related
          servicer or any subsequent party that acquires an interest in the Mortgage
          Loan
          or services the Mortgage Loan will enforce the arbitration clause against
          the
          borrower, but that the borrower will continue to have the right to submit
          a
          dispute to arbitration and (ii) place a copy of that notice in the Mortgage
          File; and neither the related mortgage nor the related mortgage note requires
          the borrower to submit to arbitration to resolve any dispute arising out
          of or
          relating in any way to the mortgage loan transaction.

         

        (61)           The
          originator of each Mortgage Loan in Loan Group 2 offered the related borrower
          mortgage loan products offered by such Mortgage Loan’s originator, or any
          affiliate of such Mortgage Loan’s originator, for which the borrower
          qualified.

         

        (62)           The
          methodology used in underwriting the extension of credit for each Mortgage
          Loan
          in Loan Group 2 employs objective mathematical principles which relate
          the
          borrower’s income, assets and liabilities to the proposed payment and such
          underwriting methodology does not rely on the extent of the borrower’s equity in
          the collateral as the principal determining factor in approving such credit
          extension. Such underwriting methodology confirmed that at the time of
          origination (application/approval) the borrower had the reasonable ability
          to
          make timely payments on the Mortgage Loan.

         

        
          
            
            

          

          
            S-III-A-8

            
              

            

          

          
            
            

          

        

         

        (63)           No
          borrower under a Mortgage Loan in Loan Group 2 was charged “points and fees” in
          an amount greater than (a) $1,000 or (b) 5% of the principal amount of
          such
          Mortgage Loan, whichever is greater.  For purposes of this
          representation, “points and fees” (x) include origination, underwriting, broker
          and finder’s fees and charges that the lender imposed as a condition of making
          the Mortgage Loan, whether they are paid to the lender or a third party;
          and (y)
          exclude bona fide discount points, fees paid for actual services rendered
          in
          connection with the origination of the Mortgage Loan (such as attorneys’ fees,
          notaries fees and fees paid for property appraisals, credit reports, surveys,
          title examinations and extracts, flood and tax certifications, and home
          inspections); the cost of mortgage insurance or credit-risk price adjustments;
          the costs of title, hazard, and flood insurance policies; state and local
          transfer taxes or fees; escrow deposits for the future payment of taxes
          and
          insurance premiums; and other miscellaneous fees and charges that, in total,
          do
          not exceed 0.25 percent of the loan amount.

         

        (64)           As
          of the Closing Date with respect to the Mortgage Loans or the applicable
          date of
          substitution with respect to any Substitute Mortgage Loan, none of the
          Mortgaged
          Properties is a mobile home or a manufactured housing unit that is not
          considered or classified as part of the real estate under the laws of the
          jurisdiction in which it is located.

         

        
          
            
            

          

          
            S-III-A-9

            
              

            

          

          
            
            

          

        

         

        SCHEDULE
          III-B

         

        CWALT,
          Inc.

         

        Mortgage
          Pass-Through Certificates

         

        Series
          2007-OA8

         

        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-OA8

         

        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 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 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-OA8

         

        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,
          or if so specified herein, as of the Cut-off 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-OA8

         

        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,
          or if so specified herein, as of the Cut-off 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 LLC, 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-OA8

         

        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 Loans Servicing
          LP,
          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

                	 
	
                  Suggested
                    Format:

                	
                  DBASE
                    file

                  Modem
                    transmission

                	 	 	 


        

         

         

        
          
            
            

          

          
            S-VI-1

            
              

            

          

          
            
            

          

        

         

        
          
            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 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.

             

            
              
                
                

              

              
                A-2

                
                  

                

              

              
                
                

              

            

             

            [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.

             

             

             

            
              
                
                

              

              
                B-1

                
                  

                

              

              
                
                

              

            

             

             

            [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.]

             

             

            
              
                
                

              

              
                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 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.

             

             

            
              
                
                

              

              
                B-3

                
                  

                

              

              
                
                

              

            

             

            [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 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.]

             

            
              
                
                

              

              
                B-4

                
                  

                

              

              
                
                

              

            

             

            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 “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.

             

             

            
              
                
                

              

              
                C-1-2

                
                  

                

              

              
                
                

              

            

             

            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 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.

             

             

            
              
                
                

              

              
                C-1-3

                
                  

                

              

              
                
                

              

            

             

            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.

             

            
              
                
                

              

              
                C-2-1

                
                  

                

              

              
                
                

              

            

             

            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-2-2

                
                  

                

              

              
                
                

              

            

             

            Certificate
              No.                                                 :

             

            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 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.

             

             

            
              
                
                

              

              
                C-2-3

                
                  

                

              

              
                
                

              

            

             

            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 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.

             

            
              
                
                

              

              
                C-2-4

                
                  

                

              

              
                
                

              

            

             

            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

             

            [FORM
              OF
              CLASS C 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 C CERTIFICATE IS SUBORDINATE TO THE OFFERED CERTIFICATES  TO THE
              EXTENT DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT
              REFERRED TO
              HEREIN.

             

            THIS
              CLASS C CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS UNTIL SUCH TIME
              AS
              DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
              HEREIN.

             

            THIS
              CLASS C 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 SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT
              TO THE
              EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR A PLAN
              SUBJECT TO SECTION 4975 OF THE CODE NOR A PERSON ACTING ON BEHALF OF
              ANY SUCH
              PLAN OR ARRANGEMENT OR USING THE ASSETS OF THAT PLAN OR ARRANGEMENT
              TO EFFECT
              THAT TRANSFER, 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 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-3-1

                
                  

                

              

              
                
                

              

            

             

            Certificate
              No.                                                 :

             

            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 C
              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 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.

             

            
              
                
                

              

              
                C-3-2

                
                  

                

              

              
                
                

              

            

             

            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 C
              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 C 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 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.

             

            
              
                
                

              

              
                C-3-3

                
                  

                

              

              
                
                

              

            

             

            No
              transfer of a Class C 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,
              to the
              effect that such transferee is not an employee benefit plan subject
              to section
              406 of ERISA or a plan subject to section 4975 of the Code, or a Person
              acting
              on behalf of any such plan or using the assets of any such plan, or
              (ii) in the
              case of any Class C Certificate presented for registration in the name
              of an
              employee benefit plan subject to ERISA, or a plan subject to section
              4975 of the
              Code (or comparable provisions of any subsequent enactments), or a
              trustee of
              any such plan or any other person acting on behalf of or investing
              plan assets
              of any such plan, an Opinion of Counsel satisfactory to the Trustee
              to the
              effect that the purchase or holding of such Class C Certificate will
              not result
              in a non-exempt prohibited transaction under ERISA or Section 4975
              of the Code
              and will not subject the Trustee  to any obligation in addition to
              those expressly undertaken in the Agreement, which Opinion of Counsel
              shall not
              be an expense of the Trustee.  Notwithstanding anything else to the
              contrary herein, any purported transfer of a Class C Certificate to
              or on behalf
              of an employee benefit plan subject to section 406 of ERISA or a plan
              subject to
              section 4975 of the Code 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.

             

            This
              Class C 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 C 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-3-4

                
                  

                

              

              
                
                

              

            

             

             

            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-3-5

                
                  

                

              

              
                
                

              

            

             

            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

             

            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

             

            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 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.

             

             

            
              
                
                

              

              
                D-2

                
                  

                

              

              
                
                

              

            

             

            [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 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.

             

             

            
              
                
                

              

              
                E-1

                
                  

                

              

              
                
                

              

            

             

            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 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.

             

            
              
                
                

              

              
                E-2

                
                  

                

              

              
                
                

              

            

             

             

            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

             

            [FORM
              OF]
              INITIAL CERTIFICATION OF TRUSTEE

             

            [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 Mortgage Loan listed in the Mortgage
              Loan
              Schedule (other than any 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.

             

             

             

            
              
                
                

              

              
                F-1

                
                  

                

              

              
                
                

              

            

             

            
              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.  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 Mortgage Loans identified on the Mortgage Loan Schedule, or (ii)
                the
                collectability, insurability, effectiveness or suitability of any
                such Mortgage Loan.

            

             

             

            
              
                
                

              

              
                F-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-3

                
                  

                

              

              
                
                

              

            

             

             

            EXHIBIT
              G

             

            [FORM
              OF]
              DELAY DELIVERY CERTIFICATION


             

            [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 Mortgage Loan listed on Schedule A
              attached
              hereto (other than any 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 Mortgage Loan that is not a MERS Mortgage
                        Loan, the
                        original recorded Mortgage, [and in the case of each Mortgage Loan
                        that is 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];

                    


            

             

             

            
              
                
                

              

              
                G-1

                
                  

                

              

              
                
                

              

            

             

             

            
              	
                      (iii)  

                    	
                      in
                        the case of each 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 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 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 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.

             

            
              
                
                

              

              
                G-2

                
                  

                

              

              
                
                

              

            

             

            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 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-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-4

                
                  

                

              

              
                
                

              

            

             

            EXHIBIT
              H

             

            [FORM
              OF]
              FINAL CERTIFICATION OF TRUSTEE

             

            


             

            [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 Mortgage Loan listed in the Mortgage
              Loan
              Schedule (other than any 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 Mortgage Loan that is not a MERS Mortgage
                        Loan, the
                        original recorded Mortgage, [and in the case of each Mortgage Loan
                        that is 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];

                    


            

             

             

            
              
                
                

              

              
                H-1

                
                  

                

              

              
                
                

              

            

             

            
              	
                      (iii)  

                    	
                      in
                        the case of each 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 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 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 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 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 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.

             

            
              
                
                

              

              
                H-2

                
                  

                

              

              
                
                

              

            

             

            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 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.

             

            
              
                
                

              

              
                H-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-4

                
                  

                

              

              
                
                

              

            

             

            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 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.)

             

             

            
              
                
                

              

              
                I-1

                
                  

                

              

              
                
                

              

            

             

            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 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.

             

            
              
                
                

              

              
                I-2

                
                  

                

              

              
                
                

              

            

             

            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 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.

             

             

            
              
                
                

              

              
                I-6

                
                  

                

              

              
                
                

              

            

             

            “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 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.

             

             

            
              
                
                

              

              
                I-8

                
                  

                

              

              
                
                

              

            

             

            (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, Floor 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, Floor 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, Floor 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, (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 

             

             

             

            
              
                
                

              

              
                K-1

                
                  

                

              

              
                
                

              

            

             

            
              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, Floor 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 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 

             

             

            
              
                
                

              

              
                L-1-1

                
                  

                

              

              
                
                

              

            

             

            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, consolidated subsidiary
              of another
              enterprise and the Buyer is not itself a reporting company under the
              Securities
              Exchange Act of 1934, as amended.

             

            
              
                
                

              

              
                L-1-4

                
                  

                

              

              
                
                

              

            

             

            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

             

            [FORM
              OF]
              ERISA LETTER (COVERED CERTIFICATES)

             

            
                                   _____________
                                    
                     Date



             

             

             

             

            CWALT,
              Inc.

            4500
              Park
              Granada

            Calabasas,
              California  91302

            Attention:   Josh
              Adler

             

            The
              Bank
              of New York

            101
              Barclay Street, Floor 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 we are not, and are not acquiring
              the
              Certificates on behalf of or with plan assets of 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, or (ii) the purchase and holding of the Certificates satisfy
              the
              requirements for exemptive relief under PTCE 84-14, PTCE 90-1, PTCE
              91-38, PTCE
              95-60, PTCE 96-23 or a similar exemption.  We understand that, in the
              event that such representation is violated, such transfer or acquisition
              shall
              be void and of no effect.

             

            Very
              truly yours,                                                      

            


            _________________________________

            Print
              Name of Transferee

             

            By:                                                       

            Authorized
              Officer

             

             

            
              
                
                

              

              
                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

            


            [RESERVED]

             

             

            
              
                
                

              

              
                Q-1

                
                  

                

              

              
                
                

              

            

             

            
 

            EXHIBIT
              R-1

            


            [FORM
              OF]  CORRIDOR CONTRACT

            


            Delivered
              to the Trustee at closing and on file with the Trustee.

             

             

            
              
                
                

              

              
                R-1-1

                
                  

                

              

              
                
                

              

            

             

             

            EXHIBIT
              R-2

            


            [FORM
              OF]
              CORRIDOR FLOOR CONTRACT

            


            Delivered
              to the Trustee at closing and on file with the Trustee.

             

             

            
 

            
              
                
                

              

              
                R-2-1

                
                  

                

              

              
                
                

              

            

            


            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
              PASS-THROUGH 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 acceleration in connection with a foreclosure or other involuntary
              payment, or (B) the enforceability is otherwise limited or prohibited
              by
              applicable law; and

             

            
              
                
                

              

              
                T-1

                
                  

                

              

              
                
                

              

            

             

            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 authorized personnel.

                    	 


            

             

             

            
              
                
                

              

              
                W-1

                
                  

                

              

              
                
                

              

            

             

             

            
              	 	
                      Servicing
                        Criteria 

                    	 Applicable
                      Servicing Criteria
	 Reference	
                       Criteria

                    	 
	 	 	 
	
                      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.

                    	 


            

             

             

            
              
                
                

              

              
                W-2

                
                  

                

              

              
                
                

              

            

             

             

            
               

              
                	 	
                        Servicing
                          Criteria 

                      	 Applicable
                        Servicing Criteria
	 Reference	
                         Criteria

                      	 
	 


              

            

            
              	 	
                      Investor
                        Remittances and Reporting

                    	 
	
                      1122(d)(3)(i)

                    	
                      Reports
                        to investors, including those to be filed 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.

                    	 


            

             

             

            
              
                
                

              

              
                W-3

                
                  

                

              

              
                
                

              

            

             

             

            
              
                
                  	 	
                          Servicing
                            Criteria 

                        	 Applicable
                          Servicing Criteria
	 Reference	
                           Criteria

                        	 
	 


                

              

            

            
              	
                      1122(d)(4)(iv)

                    	
                      Payments
                        on mortgage loans, including any payoffs, made in accordance
                        with the
                        related mortgage loan documents are posted to the 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.

                    	 


            

             

             

            
              
                
                

              

              
                W-4

                
                  

                

              

              
                
                

              

            

             

             

            
              
                 

                
                  	 	
                          Servicing
                            Criteria 

                        	 Applicable
                          Servicing Criteria
	 Reference	
                           Criteria

                        	 
	 


                

              

            

            
              	
                      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 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