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 January 1, 2007

                      ----------------------------------



                        ALTERNATIVE LOAN TRUST 2007-HY2


              MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-HY2



                         ============================

<PAGE>

<TABLE>
<CAPTION>
                                               Table of Contents

                                                                                                         Page
                                                                                                         ----

                                                   ARTICLE I
                                                  DEFINITIONS
         <S>             <C>                                                                             <C>
         SECTION 1.01.   Defined Terms......................................................................7
         SECTION 1.02.   Certain Interpretative Principles.................................................39

                                                  ARTICLE II
                         CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES

         SECTION 2.01.   Conveyance of Mortgage Loans......................................................40
         SECTION 2.02.   Acceptance by Trustee of the Mortgage Loans.......................................47
         SECTION 2.03.   Representations, Warranties and Covenants of the Sellers and Master
                         Servicer..........................................................................51
         SECTION 2.04.   Representations and Warranties of the Depositor as to the Mortgage Loans..........54
         SECTION 2.05.   Delivery of Opinion of Counsel in Connection with Substitutions...................54
         SECTION 2.06.   Execution and Delivery of Certificates............................................55
         SECTION 2.07.   REMIC Matters.....................................................................55
         SECTION 2.08.   Covenants of the Master Servicer..................................................55

                                                  ARTICLE III
                                ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

         SECTION 3.01.   Master Servicer to Service Mortgage Loans.........................................56
         SECTION 3.02.   Subservicing; Enforcement of the Obligations of Subservicers......................57
         SECTION 3.03.   Rights of the Depositor and the Trustee in Respect of the Master Servicer.........57
         SECTION 3.04.   Trustee to Act as Master Servicer.................................................58
         SECTION 3.05.   Collection of Mortgage Loan Payments; Certificate Account; Distribution
                         Account...........................................................................58
         SECTION 3.06.   Collection of Taxes, Assessments and Similar Items; Escrow Accounts...............62
         SECTION 3.07.   Access to Certain Documentation and Information Regarding the Mortgage
                         Loans.............................................................................63
         SECTION 3.08.   Permitted Withdrawals from the Certificate Account and the Distribution
                         Account...........................................................................63
         SECTION 3.09.   Maintenance of Hazard Insurance; Maintenance of Primary Insurance
                         Policies..........................................................................65
         SECTION 3.10.   Enforcement of Due-on-Sale Clauses; Assumption Agreements.........................66
         SECTION 3.11.   Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage
                         Loans.............................................................................67

                                                      i
<PAGE>

         SECTION 3.12.   Trustee to Cooperate; Release of Mortgage Files...................................71
         SECTION 3.13.   Documents, Records and Funds in Possession of Master Servicer to be Held
                         for the Trustee...................................................................71
         SECTION 3.14.   Servicing Compensation............................................................72
         SECTION 3.15.   Access to Certain Documentation...................................................72
         SECTION 3.16.   Annual Statement as to Compliance.................................................73
         SECTION 3.17.   Errors and Omissions Insurance; Fidelity Bonds....................................73
         SECTION 3.18.   Notification of Adjustments.......................................................74

                                                  ARTICLE IV
                               DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER

         SECTION 4.01.   Advances..........................................................................75
         SECTION 4.02.   Priorities of Distribution........................................................76
         SECTION 4.03.   [Reserved]........................................................................79
         SECTION 4.04.   Allocation of Realized Losses.....................................................79
         SECTION 4.05.   Cross-Collateralization; Adjustments to Available Funds...........................80
         SECTION 4.06.   Monthly Statements to Certificateholders..........................................81

                                                   ARTICLE V
                                               THE CERTIFICATES

         SECTION 5.01.   The Certificates..................................................................82
         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 and Others...............................................................89
         SECTION 6.04.   Limitation on Resignation of Master Servicer......................................90

                                                  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

                                                      ii
<PAGE>

                                                 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............................................103

                                                  ARTICLE IX
                                                  TERMINATION

         SECTION 9.01.   Termination upon Liquidation or Purchase of all Mortgage Loans...................104
         SECTION 9.02.   Final Distribution on the Certificates...........................................104
         SECTION 9.03.   Additional Termination Requirements..............................................105

                                                   ARTICLE X
                                           MISCELLANEOUS PROVISIONS

         SECTION 10.01.   Amendment.......................................................................107
         SECTION 10.02.   Recordation of Agreement; Counterparts..........................................108
         SECTION 10.03.   Governing Law...................................................................109
         SECTION 10.04.   Intention of Parties............................................................109
         SECTION 10.05.   Notices.........................................................................110
         SECTION 10.06.   Severability of Provisions......................................................111
         SECTION 10.07.   Assignment......................................................................112
         SECTION 10.08.   Limitation on Rights of Certificateholders......................................112
         SECTION 10.09.   Inspection and Audit Rights.....................................................113
         SECTION 10.10.   Certificates Nonassessable and Fully Paid.......................................113
         SECTION 10.11.   [Reserved]......................................................................113
         SECTION 10.12.   Protection of Assets............................................................113

                                                  ARTICLE XI
                                            EXCHANGE ACT REPORTING

         SECTION 11.01.  Filing Obligations...............................................................114
         SECTION 11.02.  Form 10-D Filings................................................................114
         SECTION 11.03.  Form 8-K Filings.................................................................115
         SECTION 11.04.  Form 10-K Filings................................................................115



                                                     iii
<PAGE>

         SECTION 11.05.  Sarbanes-Oxley Certification.....................................................116
         SECTION 11.06.  Form 15 Filing...................................................................116
         SECTION 11.07.  Report on Assessment of Compliance and Attestation...............................117
         SECTION 11.08.  Use of Subservicers and Subcontractors...........................................118
         SECTION 11.09.  Amendments.......................................................................119
         SECTION 11.10.  Reconciliation of Accounts.......................................................119
</TABLE>

                                                      iv
<PAGE>

<TABLE>
<CAPTION>
                                                   SCHEDULES
<S>                  <C>
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 Balances Schedule [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:           Form of Class A-R Certificate........................................................C-1
Exhibit D:           Form of Notional Amount Certificate..................................................D-1
Exhibit E:           Form of Reverse of Certificates......................................................E-1
Exhibit F-1:         Form of Initial Certification of Trustee (Initial Mortgage Loans)....................F-1
Exhibit F-2:         Form of Initial Certification of Trustee (Supplemental Mortgage Loans)...............F-2
Exhibit G-1:         Form of Delay Delivery Certification of Trustee (Initial Mortgage Loans).............G-1
Exhibit G-2:         Form of Delay Delivery Certification of Trustee (Supplemental Mortgage Loans)........G-2
Exhibit H-1:         Form of Final Certification of Trustee (Initial Mortgage Loans)......................H-1
Exhibit H-2:         Form of Final Certification of Trustee (Supplemental Mortgage Loans).................H-2
Exhibit I:           Form of Transfer Affidavit...........................................................I-1
Exhibit J-1:         Form of Transferor Certificate (Residual)............................................J-1
Exhibit J-2:         Form of Transferor Certificate (Private).............................................J-2
Exhibit K:           Form of Investment Letter [Non-Rule 144A]............................................K-1
Exhibit L:           Form of Rule 144A Letter.............................................................L-1
Exhibit M:           Form of Request for Release (for Trustee)............................................M-1
Exhibit N:           Form of Request for Release (Mortgage Loan) Paid in Full, Repurchased and
                     Replaced)............................................................................N-1

                                                      v
<PAGE>

Exhibit O:           Glossary of Terms for Standard & Poor's LEVELS(R) Version 5.7,
                     Appendix E...........................................................................O-1
Exhibit P:           Form of Supplemental Transfer Agreement..............................................P-1
Exhibit Q            Form of Monthly Statement............................................................Q-1
Exhibit R-1          Form of Performance Certification (Subservicer)......................................R-1
Exhibit R-2          Form of Performance Certification (Trustee)..........................................R-2
Exhibit S            Form of Servicing Criteria to be Addressed in Assessment of
                     Compliance Statement.................................................................S-1
Exhibit T            List of Item 1119 Parties............................................................T-1
Exhibit U            Form of Sarbanes-Oxley Certification (Replacement Master Servicer)...................U-1
</TABLE>

                                                      vi
<PAGE>

      THIS POOLING AND SERVICING AGREEMENT, dated as of January 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 Pre-Funding Account and the Capitalized
Interest Account) will consist of two real estate mortgage investment conduits
(each a "REMIC" or, in the alternative, the "Lower Tier REMIC" and the "Master
REMIC," respectively). Each Certificate, other than the 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 A-R Certificates
represent ownership of the sole class of residual interest in the Lower Tier
REMIC and the Master REMIC. The Master REMIC will hold as assets the several
classes of uncertificated Lower Tier REMIC Interests (other than the LT-A-R
Interest). The Lower Tier REMIC will hold as assets all property of the Trust
Fund (other than the Pre-Funding Account and the Capitalized Interest
Account). Each Lower Tier REMIC Interest (other than the LT-A-R Interest) is
hereby designated as a regular interest in the Lower Tier REMIC. The latest
possible maturity date of all REMIC regular interests created in this
Agreement shall be the Latest Possible Maturity Date.

      The following table set forth characteristics of the Interests in the
Lower Tier REMIC:

<TABLE>
<CAPTION>
                                                  Initial                                      Corresponding
The Lower Tier REMIC Interests                Principal Balance           Interest Rate         Loan Group
---------------------------------------       -----------------           -------------        -------------
<S>                                                   <C>                      <C>                   <C>
LT-A-1.................................               (1)                      (2)                    1
LT-B-1.................................               (1)                      (2)                    1
LT-C-1.................................               (1)                      (2)                    1
LT-A-2.................................               (1)                      (2)                    2
LT-B-2.................................               (1)                      (2)                    2
LT-C-2.................................               (1)                      (2)                    2
LT-A-R.................................               (3)                      (3)                   N/A
</TABLE>
---------------
(1)   Each "LT-A" Lower Tier REMIC Interest will have an Initial Principal
      Balance equal to 0.9% of the Subordinated Portion of its Corresponding
      Loan Group. Each "LT-B" Lower


<PAGE>
      Tier REMIC Interest will have an Initial Principal Balance equal to 0.1%
      of the Subordinated Portion of its Corresponding Loan Group. Each "LT-C"
      Lower Tier REMIC Interest will have an Initial Principal Balance equal
      to the excess of the aggregate Stated Principal Balance of the Mortgage
      Loans of its Corresponding Loan Group over the initial aggregate
      principal balances of the "LT-A" and "LT-B" Lower Tier REMIC Interests
      corresponding to such Loan Group.
(2)   This Lower Tier REMIC Interest will have an Interest Rate equal to the
      weighted average of the Adjusted Net Mortgage Rates of the Mortgage
      Loans in the Corresponding Loan Group.
(3)   The LT-A-R Interest is the sole class of residual interest in the Lower
      Tier REMIC. It has no principal balance and pays no principal or
      interest.

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

      (1) Interest. Interest is to be distributed with respect to each Lower
Tier REMIC Interest at the rate, or according to the formulas, described
above;

      (2) Principal, if no Cross-Over Situation Exists. If no Cross-Over
Situation exists with respect to any Class of Lower Tier REMIC Interests,
Principal Amounts arising with respect to each Loan Group will be allocated:
first to cause the Loan Group's corresponding "LT-A" and "LT-B" Lower Tier
REMIC Interests to equal, respectively, 0.9% of the Subordinated Portion and
0.1% of the Subordinated Portion; and second to the Loan Group's corresponding
"LT-C" Lower Tier REMIC Interest;

      (3) Principal, if a Cross-Over Situation Exists. If a Cross-Over
Situation exists with respect to the "LT-A" and "LT-B" Lower Tier REMIC
Interests:

      (a) If the Calculation Rate in respect of the outstanding "LT-A" and
      "LT-B" Lower Tier REMIC Interests is less than the Subordinate
      Pass-Through Rate, then Principal Relocation Payments will be made
      proportionately to the outstanding "LT-A" Lower Tier REMIC Interests
      prior to any other principal distributions from each such Loan Group.

      (b) If the Calculation Rate in respect of the outstanding "LT-A" and
      "LT-B" Lower Tier REMIC Interests is greater than the Subordinate
      Pass-Through Rate, Principal Relocation Payments will be made to the
      outstanding "LT-B" Lower Tier REMIC Interests prior to any other
      principal distributions from each such Loan Group.

      In each case, Principal Relocation Payments will be made so as to cause
the Calculation Rate in respect of the outstanding "LT-A" and "LT-B" Lower
Tier REMIC Interests to equal the Subordinate Pass-Through Rate. With respect
to each Loan Group, if (and to the extent that) the sum of (a) the principal
payments comprising the Principal Remittance Amount received during the Due
Period and (b) the Realized Losses incurred during such Due Period is
insufficient to make the necessary reductions of principal on the "LT-A" and
"LT-B" Lower Tier REMIC Interests, then interest will be added to the Loan
Group's "LT-C" Lower Tier REMIC Interest.

      (c) Unless required to achieve the Calculation Rate, the outstanding
      aggregate "LT-A" and "LT-B" Lower Tier REMIC Interests for both Loan
      Groups will not be reduced

                                      2
<PAGE>

      below 1 percent of the excess of (i) the aggregate outstanding Stated
      Principal Balances of the Mortgage Loans in both Loan Groups as of the
      end of any Due Period (reduced by Principal Prepayments received after
      the Due Period that are to to be distributed on the Disribution Date
      related to the Due Period) over (ii) the aggregate Class Certificate
      Balance of the Senior Certificates for both Loan Groups as of the
      related Distribution Date (after taking into account distributions of
      principal on such Distribution Date).

      If (and to the extent that) the limitation in paragraph (c) prevents the
distribution of principal to the "LT-A" and "LT-B" Lower Tier REMIC Interests
of a Loan Group, and if the Loan Group's "LT-C" Lower Tier REMIC Interest has
already been reduced to zero, then the excess principal from that Loan Group
will be paid to the "LT-C" Lower Tier REMIC Interests of the other Loan Groups
the aggregate "LT-A" and "LT-B" Lower Tier REMIC Interests of which are less
than one percent of the Subordinated Portion. If the Loan Group corresponding
to the "LT-C" Lower Tier REMIC Interest that receives such payment has a
Weighted Average Adjusted Net Mortgage Rate below the Weighted Average
Adjusted Net Mortgage Rate of the Loan Group making the payment, then the
payment will be treated by the Lower Tier REMIC as a Realized Loss.
Conversely, if a Loan Group corresponding to the "LT-C" Lower Tier REMIC
Interest that receives such payment has a Weighted Average Adjusted Net
Mortgage Rate above the Weighted Average Adjusted Net Mortgage Rate of the
Loan Group making the payment, then the payment will be treated by the Lower
Tier REMIC as a reimbursement for prior Realized Losses.

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

<TABLE>
<CAPTION>
==================================================================================================
                                                                                    Integral
                        Initial Class        Pass-Through                          Multiples
      Class              Certificate             Rate              Minimum        in Excess of
   Designation             Balance           (per annum)        Denomination         Minimum
--------------------------------------------------------------------------------------------------
<S>                    <C>                       <C>            <C>                   <C>
Class 1-A              $367,128,000              (1)             $25,000.00           $1.00
--------------------------------------------------------------------------------------------------
Class 2-A              $117,725,000              (2)             $25,000.00           $1.00
--------------------------------------------------------------------------------------------------
Class A-R                      $100              (1)                  (3)              (3)
--------------------------------------------------------------------------------------------------
Class M                 $12,963,000              (4)             $25,000.00           $1.00
--------------------------------------------------------------------------------------------------
Class B-1                $6,741,000              (4)             $25,000.00           $1.00
--------------------------------------------------------------------------------------------------
Class B-2                $4,148,000              (4)             $25,000.00           $1.00
--------------------------------------------------------------------------------------------------
Class B-3                $4,408,000              (4)            $100,000.00           $1.00
--------------------------------------------------------------------------------------------------
Class B-4                $3,111,000              (4)            $100,000.00           $1.00
--------------------------------------------------------------------------------------------------
Class B-5                $2,334,732              (4)            $100,000.00           $1.00
==================================================================================================
</TABLE>

------------------------------------------
(1)   For the Interest Accrual Period for any Distribution Date, the
      Pass-Through Rate for the Class 1-A and Class A-R Certificates will be a
      per annum rate equal to the Weighted Average Adjusted Net Mortgage Rate
      of the Group 1 Mortgage Loans. The Pass-

                                      3
<PAGE>

      Through Rate for the Class 1-A and Class A-R Certificates for the
      Interest Accrual Period related to the first Distribution Date will be
      6.189366% per annum.
(2)   For the Interest Accrual Period for any Distribution Date, the
      Pass-Through Rate for the Class 2-A Certificates will be a per annum
      rate equal to the Weighted Average Adjusted Net Mortgage Rate of the
      Group 2 Mortgage Loans. The Pass-Through Rate for the Class 2-A
      Certificates for the Interest Accrual Period related to the first
      Distribution Date will be 6.230194% per annum.
(3)   The Class A-R Certificate will be issued as two separate certificates,
      one with an initial Certificate Balance of $99.99 and the Tax Matters
      Person Certificate with an initial Certificate Balance of $.01.
(4)   The Pass-Through Rate for each Class of Subordinated Certificates for
      each Interest Accrual Period for any Distribution Date will be a per
      annum rate equal to the Subordinate Pass-Through Rate. The Pass-Through
      Rate for the Subordinated Certificates for the Interest Accrual Period
      for the first Distribution Date is 6.199279% per annum.

      It is not intended that the Class A-R Certificates be entitled to any
cash flows pursuant to this Agreement except as provided in Sections
4.02(a)(1)(ii) and 4.02(a)(1)(iv)(y) hereunder, (that is, the Class A-R
Certificates' entitlement to $100 plus interest thereon in the waterfall).

                                      4
<PAGE>

      Set forth below are designations of Classes or Components of
Certificates to the categories used in this Agreement:

<TABLE>
<CAPTION>
<S>                                     <C>
Accretion Directed
Certificates........................    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 Residual Certificates and the Private Certificates; and any
                                        Certificate that does not have or no longer has a rating of at least
                                        BBB- or its equivalent from at least one Rating Agency.

Group 1
Senior Certificates.................    Class 1-A and Class A-R Certificates.

Group 2
Senior Certificates.................    Class 2-A Certificates.

LIBOR Certificates..................    None.

Non-Delay Certificates..............    None.

Notional Amount
Certificates........................    None.


Notional Components.................    None.

Offered Certificates................    All Classes of Certificates other than the Private Certificates.

Physical Certificates...............    Private Certificates and the Residual Certificates.

                                                      5
<PAGE>

Planned Principal Classes...........    None.

Planned Principal
Components..........................    None.

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

Rating Agencies.....................    S&P and Moody's.

Regular Certificates................    All Classes of Certificates, other than the Residual Certificates.

Residual Certificates...............    Class A-R Certificates.

Senior Certificate Group............    Group 1 Senior Certificates and Group 2 Senior Certificates, as
                                        applicable.

Senior Certificates.................    Class 1-A, Class 2-A and Class A-R Certificates.

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

Underwriter.........................    Countrywide Securities Corporation.
</TABLE>

      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.

      If the aggregate Stated Principal Balance of the Initial Mortgage Loans
on the Closing Date is equal to or greater than the aggregate Class
Certificate Balance of the Certificates as of such date, all references herein
to "Aggregate Supplemental Purchase Amount", "Aggregate Supplemental Transfer
Amount", "Capitalized Interest Account", "Capitalized Interest Requirement",
"Funding Period", "Funding Period Distribution Date", "Pre-Funded Amount",
"Remaining Pre-Funded Amount", "Supplemental Cut-off Date", "Pre-Funding
Account", "Supplemental Mortgage Loan", "Supplemental Transfer Agreement" and
"Supplemental Transfer Date" shall be of no force or effect and all provisions
herein related thereto shall similarly be of no force or effect.

                                      6
<PAGE>

                                   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 Pre-Funding Account, the Capitalized Interest Account or any
other account related to the Trust Fund or the Mortgage Loans.

      Accretion Directed Certificates: As specified in the Preliminary
Statement.

      Accretion Direction Rule: Not applicable.

      Accrual Amount: Not applicable.

      Accrual Certificates: As specified in the Preliminary Statement.

      Accrual Components: As specified in the Preliminary Statement.

      Accrual Termination Date: Not applicable.

      Additional Designated Information: As defined in Section 11.02.

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

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

      Aggregate Subordinated Percentage: As to any Distribution Date, the
fraction, expressed as a percentage, the numerator of which is equal to the
aggregate Class Certificate Balance of the

                                      7
<PAGE>

Subordinated Certificates immediately prior to such Distribution Date and the
denominator of which is the aggregate Stated Principal Balance of all the
Mortgage Loans as of the Due Date in the month preceding the month of such
Distribution Date (after giving effect to Principal Prepayments received in
the Prepayment Period related to such Due Date).

      Aggregate Supplemental Purchase Amount: With respect to any Supplemental
Transfer Date, the "Aggregate Supplemental Purchase Amount" identified in the
related Supplemental Transfer Agreement, which shall be an estimate of the
aggregate Stated Principal Balances of the Supplemental Mortgage Loans
identified in such Supplemental Transfer Agreement.

      Aggregate Supplemental Transfer Amount: With respect to any Supplemental
Transfer Date, the aggregate Stated Principal Balance as of the related
Supplemental Cut-off Date of the Supplemental Mortgage Loans conveyed on such
Supplemental Transfer Date, as listed on the revised Mortgage Loan Schedule
delivered pursuant to Section 2.01(f); provided, however, that such amount
shall not exceed the amount on deposit in the Pre-Funding Account.

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

      Allocable Share: As to any Distribution Date, any Loan Group and any
Class of Certificates, the ratio that the amount calculated with respect to
such Distribution Date (A) with respect to the Senior Certificates of the
related Senior Certificate Group, pursuant to clause (i) of the definition of
Class Optimal Interest Distribution Amount (without giving effect to any
reduction of such amount pursuant to Section 4.02(d)) and (B) with respect to
the Subordinated Certificates, pursuant to the definition of Assumed Interest
Amount for such Class or after a Senior Termination Date pursuant to clause
(i) of the definition of Class Optimal Interest Distribution Amount (without
giving effect to any reduction of such amount pursuant to Section 4.02(d))
bears to the aggregate amount calculated with respect to such Distribution
Date for each such related Class of Certificates pursuant to clause (i) of the
definition of Class Optimal Interest Distribution Amount (without giving
effect to any reduction of such amounts pursuant to Section 4.02(d)) or the
definition of Assumed Interest Amount for such Loan Group and Class, as
applicable.

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

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

      Appraised Value: 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 sales price of the Mortgaged Property at the time of
the origination of such Mortgage Loan. With respect to a Refinancing Mortgage
Loan other than a Streamlined Documentation Mortgage Loan, the value of the
Mortgaged

                                      8
<PAGE>

Property based upon the appraisal made at the time of the origination of such
Refinancing Mortgage Loan. 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 is
greater than $650,000, the value of the Mortgaged Property based upon the
appraisal (which may be a drive-by appraisal) made at the time of the
origination of such Streamlined Documentation Mortgage Loan.

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

      Available Funds: As to any Distribution Date and each Loan Group, the
sum of (a) the aggregate amount held in the Certificate Account at the close
of business on the related Determination Date in respect of the related
Mortgage Loans pursuant to Section 3.05(b) net of the related Amount Held for
Future Distribution and net of amounts permitted to be withdrawn from the
Certificate Account pursuant to clauses (i) - (viii), inclusive, of Section
3.08(a) in respect of the Mortgage Loans in that Loan Group and amounts
permitted to be withdrawn from the Distribution Account pursuant to clauses
(i) - (v), inclusive, of Section 3.08(b) in respect of the Mortgage Loans in
that Loan Group, (b) the amount of the related Advance, (c) in connection with
Defective Mortgage Loans in such Loan Group, as applicable, the aggregate of
the Purchase Prices and Substitution Adjustment Amounts deposited on the
related Distribution Account Deposit Date, (d) on each Funding Period
Distribution Date, the portion of the Capitalized Interest Requirement for
such Distribution Date allocable to such Loan Group, if any, (e) on the last
Funding Period Distribution Date, the portion of the Remaining Pre-Funded
Amount allocable to such Loan Group and (f) the Transfer Payment Received for
such Loan Group less the Transfer Payment Made for such Loan Group; provided,
however, that on a Senior Termination Date, Available Funds with respect to
the Loan Group relating to the remaining Senior Certificate Group shall
include the Available Funds from the other Loan Groups after all distributions
are made on the Senior Certificates of the other Senior Certificate Groups and
on any Distribution Date thereafter, Available Funds shall be calculated based
on all the Mortgage Loans in the Mortgage Pool, as opposed to the Mortgage
Loans in the related Loan Group.

      Bankruptcy Code: Title 11 of the United States Code, as amended.

      Benefit Plan Opinion: As defined in Section 5.02(b).

      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.

                                      9
<PAGE>

      Calculation Rate: For each Distribution Date, in the case of the "LT-A"
and "LT-B" Lower Tier REMIC Interests, the product of (i) 10 and (ii) the
weighted average rate of the outstanding "LT-A" and "LT-B" Lower Tier REMIC
Interests, treating each "LT-A" Lower Tier REMIC Interest as having an
interest rate of 0.00%.

      Capitalized Interest Account: The separate Eligible Account designated
as such and created and maintained by the Trustee pursuant to Section 3.05(h)
hereof. The Capitalized Interest Account shall be treated as an "outside
reserve fund" under applicable Treasury regulations and shall not be part of
any REMIC. Except as provided in Section 3.05(h) hereof, any investment
earnings on the amounts on deposit in the Capitalized Interest Account shall
be treated as owned by the Depositor and will be taxable to the Depositor.

      Capitalized Interest Deposit: $78.82.

      Capitalized Interest Release Amount: With respect to any Supplemental
Transfer Date, the amount specified as the "Capitalized Interest Release
Amount" in the related Supplemental Transfer Agreement.

      Capitalized Interest Requirement: With respect to each Funding Period
Distribution Date, the excess, if any, of (a) the sum of (1) the amount
calculated pursuant to clause (i) of the definition of Class Optimal Interest
Distribution Amount for each Class of Certificates for such Distribution Date,
plus (2) the Trustee Fee, over (b) with respect to each Mortgage Loan, 1/12 of
the product of the related Adjusted Mortgage Rate and the related Stated
Principal Balance as of the related Due Date (prior to giving effect to any
Scheduled Payment due on such Mortgage Loan on such Due Date).

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

      Certificate Account: The separate Eligible Account or Accounts created
and maintained by the Master Servicer pursuant to Section 3.05 with a
depository institution, initially Countrywide Bank, 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-HY2, Mortgage Pass-Through
Certificates Series 2007-HY2."

      Certificate Balance: With respect to any Certificate, other than a
Notional Amount Certificate, 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 any
increase in the Certificate Balance of such Certificate pursuant to Section
4.02 due to the receipt of Subsequent Recoveries (B) minus the sum of (i) all
distributions of principal previously made with respect to that Certificate
and (ii) all Realized Losses allocated to that Certificate and, in the case of
any Subordinated Certificates, all other reductions in Certificate Balance
previously allocated to that Certificate pursuant to Section 4.04 without
duplication. The Notional Amount Certificates have no Certificate Balances.

      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

                                      10
<PAGE>

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.

      Certification Party: As defined in Section 11.05.

      Certifying Person: As defined in Section 11.05.

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

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

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

      Class Optimal Interest Distribution Amount: With respect to any
Distribution Date and interest-bearing Class, the sum of (i) one month's
interest accrued during the related Interest Accrual Period at the
Pass-Through Rate for such Class on the related Class Certificate Balance or
Notional Amount, as applicable, as of the last day of the related Interest
Accrual Period, subject to reduction as provided in Section 4.02(d) and (ii)
any Class Unpaid Interest Amounts for such Class.

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

                                      11
<PAGE>

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

      Closing Date: January 31, 2007.

      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 one-half of the Master Servicing Fee for the related Loan
Group for such Distribution Date.

      Component: As specified in the Preliminary Statement.

      Component Notional Amount: Not applicable.

      Component Rate: Not applicable.

      Coop Shares: Shares issued by a Cooperative Corporation.

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

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

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

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

      Corporate Trust Office: The designated office of the Trustee in the
State of New York at which at any particular time its corporate trust business
with respect to this Agreement shall be administered, which office at the date
of the execution of this Agreement is located at 101 Barclay Street, Floor 4W,
New York, New York 10286 (Attn: Mortgage-Backed Securities Group, Alternative
Loan Trust 2007-HY2), facsimile no. (212) 815-3986, and which is the address
to which notices to and correspondence with the Trustee should be directed.

                                      12
<PAGE>

      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: Not applicable.

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

      Cut-off Date: In the case of any Initial Mortgage Loan, the Initial
Cut-off Date, and in the case of any Supplemental Mortgage Loan, the related
Supplemental Cut-off Date.

      Cut-off Date Pool Principal Balance: An amount equal to the sum of (x)
the Initial Cut-off Date Pool Principal Balance plus (y) the Pre-Funded
Amount, if any.

      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.

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

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

      Delay Certificates: As specified in the Preliminary Statement.

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

                                      13
<PAGE>

      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. The number of Delay Delivery Mortgage Loans in either Loan Group
conveyed on the Closing Date shall not exceed 50% of the aggregate number of
Initial Mortgage Loans in such Loan Group, and the number of Delay Delivery
Mortgage Loans in either Loan Group conveyed on any Supplemental Transfer Date
shall not exceed 90% of the Supplemental Mortgage Loans in such Loan Group
conveyed on that Supplemental Transfer 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).

      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 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.

      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-HY2,
Mortgage Pass-Through Certificates, Series 2007-HY2." 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, or if such 25th
day is not a Business Day, the next succeeding Business Day, commencing in
February 2007.

                                      14
<PAGE>

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

      Due Period: With respect to any Distribution Date, the period beginning
on the second day of the calendar month preceding the month in which such
Distribution Date occurs and ending on the first day of the calendar month in
which such Distribution Date occurs.

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

      Eligible Account: Any of (i) an account or accounts maintained with a
federal or state chartered depository institution or trust company the
short-term unsecured debt obligations of which (or, in the case of a
depository institution or trust company that is the principal subsidiary of a
holding company, the debt obligations of such holding company) have the
highest short-term ratings of Moody's or Fitch and one of the two highest
short-term ratings of S&P, if S&P is a Rating Agency at the time any amounts
are held on deposit therein, or (ii) an account or accounts in a depository
institution or trust company in which such accounts are insured by the FDIC
(to the limits established by the FDIC) and the uninsured deposits in which
accounts are otherwise secured such that, as evidenced by an Opinion of
Counsel delivered to the Trustee and to each Rating Agency, the
Certificateholders have a claim with respect to the funds in such account or a
perfected first priority security interest against any collateral (which shall
be limited to Permitted Investments) securing such funds that is superior to
claims of any other depositors or creditors of the depository institution or
trust company in which such account is maintained, or (iii) a trust account or
accounts maintained with (a) the trust department of a federal or state
chartered depository institution or (b) a trust company, acting in its
fiduciary capacity or (iv) any other account acceptable to each Rating Agency.
Eligible Accounts may bear interest, and may include, if otherwise qualified
under this definition, accounts maintained with the Trustee.

      Eligible 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 an
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 of such Mortgage
Loan received in 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

                                      15
<PAGE>

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 related Master Servicing Fee Rate, (b) the
Trustee Fee Rate and (c) with respect to any Lender PMI Mortgage Loan, the
related mortgage insurance premium 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.

      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 (a) against 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) any Form 10-D
Disclosure Item, and (b) any affiliations or relationships between such Person
and any Item 1119 Party.

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

                                      16
<PAGE>

      Funding Period: The period from the Closing Date until the earliest of
(i) the date on which the amount on deposit in the Pre-Funding Account is less
than $150,000, (ii) an Event of Default occurs or (iii) February 16, 2007.

      Funding Period Distribution Date: Each Distribution Date during the
Funding Period and, if the Funding Period ends after the Distribution Date in
a month, the immediately succeeding Distribution Date.

      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 Senior Certificates: As specified in the Preliminary Statement.

      Group 1 Weighted Average Component Rate: Not applicable.

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

      Group 2 Weighted Average Component Rate: Not applicable.

      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 Cut-off Date: For each Initial Mortgage Loan, the later of
January 1, 2007 and the date of origination for that Mortgage Loan.

      Initial Cut-off Date Pool Principal Balance: $518,544,191.75.

      Initial Mortgage Loan: A Mortgage Loan conveyed to the Trust Fund on the
Closing Date pursuant to this Agreement as identified on the Mortgage Loan
Schedule delivered to the Trustee on the Closing Date.

      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 any Distribution Date, the
calendar month prior to the month of such Distribution Date.

                                      17
<PAGE>

      Item 1119 Party: The Depositor, any Seller, the Master Servicer, the
Trustee, any Subservicer, any originator identified in the Prospectus
Supplement and any other material transaction party, as identified in Exhibit
T 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 Certificates: As specified in the Preliminary Statement.

      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 Loan Group 1 Mortgage
Loans on the Mortgage Loan Schedule.

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

      Loan Group Characteristics: With respect to the Mortgage Loans in each
Loan Group as of the Cut-off Date, the characteristics set forth in the fifth
bullet point under "The Mortgage Pool--Conveyance of Supplemental Mortgage
Loans" set forth on page S-30 of the Prospectus Supplement.

      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

                                      18
<PAGE>

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 Servicer: Countrywide Servicing, and its successors and assigns,
in its capacity as master servicer hereunder and, if a successor master
servicer is appointed under this Agreement, such successor.

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

      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 of such Distribution Date (prior to giving effect to any
Scheduled Payments due on such Mortgage Loan on such Due Date), subject to
reduction as provided in Section 3.14.

      Master Servicing Fee Rate: With respect to each Mortgage Loan and Due
Date, the amount set forth in the Mortgage Loan Schedule for such Due Date.

      Maximum Mortgage Rate: With respect to each Mortgage Loan, the
percentage set forth in the related Mortgage Note as the maximum Mortgage Rate
thereunder.

      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(R) System.

      MERS(R) 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 greater
of (a) the Gross Margin set forth in the related Mortgage Note and (b) the
percentage set forth in the related Mortgage Note as the minimum Mortgage Rate
thereunder.

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<PAGE>

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

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

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

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

      Mortgage File: The mortgage documents listed in Section 2.01 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, the addition of any Supplemental Mortgage Loans pursuant to the
provisions of this Agreement and any Supplemental Transfer Agreement, 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 by
Loan Group:

            (i) the loan number;

            (ii) the Mortgagor's name and the street address of the Mortgaged
            Property, including the zip code;

            (iii) the maturity date;

            (iv) the original principal balance;

            (v) the Cut-off Date Principal Balance;

            (vi) the first payment date of the Mortgage Loan;

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

            (viii) the Loan-to-Value Ratio at origination;

                                      20
<PAGE>

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

            (x) a code indicating whether the residential dwelling is either
            (a) a detached 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), (d) a two- to four-unit residential property or
            (e) a Cooperative Unit;

            (xi) the Mortgage Rate in effect as of the Cut-off Date;

            (xii) the Master Servicing Fee Rate both before and after the
            initial Adjustment Date for each Mortgage Loan;

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

            (xiv) the purpose for the Mortgage Loan;

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

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

            (xvii) a code indicating whether the Mortgage Loan is a MERS
            Mortgage Loan;

            (xviii) 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; and

            (xix) with respect to each Mortgage Loan, the Gross Margin, the
            Mortgage Index, the Maximum Mortgage Rate, the Minimum Mortgage
            Rate, the Periodic Rate Cap and the first Adjustment Date for such
            Mortgage Loan.

      Such schedule shall also set forth the total of the amounts described
under (iv) and (v) above for all of the Mortgage Loans and for each Loan
Group. Countrywide shall update the Mortgage Loan Schedule in connection with
each Supplemental Transfer Agreement within a reasonable period of time after
delivery to it of the Schedule of Supplemental Mortgage Loans attached to the
related Supplemental Transfer Agreement as Schedule A thereto.

      Mortgage Loans: Such of the mortgage loans transferred and assigned to
the Trustee pursuant to the provisions of this Agreement and any Supplemental
Transfer Agreement as from time to time 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.

                                      21
<PAGE>

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

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

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

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

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

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

      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: Not applicable.

      Notional Amount Certificates: As specified in the Preliminary Statement.

      Notional Component: As specified in the Preliminary Statement.

      Offered Certificates: As specified in the Preliminary Statement.

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

                                      22
<PAGE>

      Opinion of Counsel: A written opinion of counsel, who may be counsel for
the Depositor, a Seller 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 the Depositor, a Seller and the Master Servicer,
(ii) not have any direct financial interest in the Depositor, a Seller or the
Master Servicer or in any affiliate thereof, and (iii) not be connected with
the Depositor, a Seller or the Master Servicer as an officer, employee,
promoter, underwriter, trustee, partner, director or person performing similar
functions.

      Optional Termination: The termination of the trust created under this
Agreement in connection with the purchase of the Mortgage Loans pursuant to
Section 9.01.

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

                     Class M               6.50%
                     Class B-1             4.00%
                     Class B-2             2.70%
                     Class B-3             1.90%
                     Class B-4             1.05%
                     Class B-5             0.45%

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

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

      OTS: The Office of Thrift Supervision.

      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 Prepayment Period related
to such Due Date and which did not become a Liquidated Mortgage Loan prior to
such Due Date.

                                      23
<PAGE>

      Overcollateralized Group: As defined in Section 4.05.

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

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

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

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

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

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

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

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

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

      Performance Certification: As defined in Section 11.05.

      Periodic Rate Cap: With respect to each Mortgage Loan and any Adjustment
Date therefor, the fixed percentage set forth in the related Mortgage Note,
which is the maximum amount by which the Mortgage Rate for such Mortgage Loan
may increase or decrease (without regard to the Maximum Mortgage Rate or the
Minimum Mortgage Rate) on such Adjustment Date from the Mortgage Rate in
effect immediately prior to such Adjustment Date.

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

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

                                      24
<PAGE>

            (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;

            (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

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

                                      25
<PAGE>

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.

      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.

      Planned Balance: With respect to any Planned Principal Class or Planned
Principal Component and any Distribution Date appearing in Schedule V, the
amount appearing opposite such Distribution Date for such Class.

      Planned Principal Classes: As specified in the Preliminary Statement.

      Planned Principal Components: As specified in the Preliminary Statement.

      Pool Stated Principal Balance: As to any date of determination, the
aggregate of the Stated Principal Balances of the Outstanding Mortgage Loans
as of such date plus the amount on deposit in the Pre-Funding Account as of
such date, exclusive of any investment income therein.

      Pre-Funded Amount: The amount deposited in the Pre-Funding Account on
the Closing Date, which shall equal $14,641.13, of which $3,477.55 shall be
allocable to Loan Group 1 and $11,163.58 shall be allocable to Loan Group 2.

      Pre-Funding Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.05 in the name of the Trustee
for the benefit of the

                                      26
<PAGE>

Certificateholders and designated "The Bank of New York, in trust for
registered holders of Alternative Loan Trust 2007-HY2, Mortgage Pass-Through
Certificates, Series 2007-HY2." Funds in the Pre-Funding Account shall be held
in trust for the Certificateholders for the uses and purposes set forth in
this Agreement and shall not be a part of any REMIC created hereunder;
provided, however, that any investment income earned from Permitted
Investments made with funds in the Pre-Funding Account shall be for the
account of the Depositor.

      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 Initial 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, any Mortgage
Loan and any Principal Prepayment received during the portion of the related
Prepayment Period in the prior calendar month, 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.

      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 January 1, 2007) through the 15th day of the calendar
month in which the Distribution Date occurs.

      Prepayment Shift Percentage: Not applicable.

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

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

      Principal Amount: As to any Distribution Date and any Loan Group, an
amount equal to (1) the sum of (a) the principal portion of each Scheduled
Payment (without giving effect to any reductions thereof caused by any Debt
Service Reductions or Deficient Valuations) due on each Mortgage Loan (other
than a Liquidated Mortgage Loan) in such Loan Group on the related Due Date,
(b) the principal portion of the Purchase Price of each Mortgage Loan in such
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 such Loan Group received with respect to such Distribution Date, (d)
any Insurance Proceeds or Liquidation Proceeds allocable to recoveries of
principal of Mortgage Loans in such Loan Group that are not yet Liquidated
Mortgage Loans received during the calendar month preceding the month of such
Distribution Date, (e) with respect to each Mortgage Loan in a Loan Group that
became a Liquidated Mortgage Loan during the calendar month preceding the
month of such Distribution Date, the amount of the Liquidation

                                      27
<PAGE>

Proceeds allocable to principal received during the calendar month preceding
the month of such Distribution Date with respect to such Mortgage Loan, (f)
all Principal Prepayments for such Loan Group received during the related
Prepayment Period, (g) any Subsequent Recoveries on the Mortgage Loans in such
Loan Group received during the calendar month preceding the month of such
Distribution Date, (h) on the last Funding Period Distribution Date, the
portion of the Remaining Pre-Funded Amount allocable to that Loan Group, and
(i) the principal portion of any Transfer Payment Received for such Loan
Group, minus (2) the principal portion of any Transfer Payment Made for such
Loan Group and Distribution Date in accordance with Section 4.05.

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

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

      Principal Relocation Payment: A payment from any Loan Group to a Lower
Tier REMIC Regular Interest other than a Regular Interest corresponding to
that Loan Group as provided in the Preliminary Statement. Principal Relocation
Payments from a Loan Group shall be made of the amounts in respect of
principal from the Mortgage Loans of the Loan Group and shall include a
proportionate allocation of the Realized Losses from the Mortgage Loans of the
Loan Group.

      Private Certificate: As specified in the Preliminary Statement.

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

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

      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 November 14, 2006 generally relating to
mortgage-pass through certificates to be sold by the Depositor.

      Prospectus Supplement: The Prospectus Supplement dated January 29, 2007
relating to the Offered Certificates.

      PUD: Planned unit development.

                                      28
<PAGE>

      Purchase Price: With respect to any Mortgage Loan required to be
purchased by a Seller pursuant to Section 2.02 or 2.03 of this Agreement 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 of this Agreement that
arises out of a violation of any predatory or abusive lending law with respect
to the related Mortgage Loan.

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

      Rating Agency: Each of the Rating Agencies specified in the Preliminary
Statement. If any such organization or a successor is no longer in existence,
"Rating Agency" shall be such nationally recognized statistical rating
organization, or other comparable Person, identified as a "Rating Agency"
under the Underwriter 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 that 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.

                                      29
<PAGE>

      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 those 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 any Distribution Date, the close of
business on the last Business Day of the month preceding the month in which
such Distribution Date occurs.

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

      Regular Certificates: As specified in the Preliminary Statement.

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

      Relief Act: The Servicemembers Civil Relief Act.

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

      Remaining Pre-Funded Amount: With respect to the last Funding Period
Distribution Date, the amount on deposit in the Pre-Funding Account on such
date (exclusive of any investment earnings included therein).

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

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

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

                                      30
<PAGE>

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

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

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

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

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

                                      31
<PAGE>

Reporting Subcontractor shall refer only to the Subcontractor of such Person
and shall not refer to Subcontractors generally.

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

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

      Sarbanes-Oxley Certification: As defined in Section 11.05.

      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 Certificate Group: As specified in the Preliminary Statement.

      Senior Certificates: As specified in the Preliminary Statement.

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

      Senior Percentage: As to any Senior Certificate Group and Distribution
Date, the percentage equivalent of a fraction the numerator of which is the
aggregate of the Class Certificate Balances of each Class of Senior
Certificates of such Senior Certificate Group (other than the Notional Amount
Certificates) immediately prior to such Distribution Date and the denominator
of which is the aggregate Stated Principal Balance of Mortgage Loans in the
related Loan Group as of the Due Date in the month preceding the month of such
Distribution Date (after giving effect to Principal Prepayments received in
the Prepayment Period related to such Due Date); provided, however, that on
any Distribution Date after a Senior Termination Date, the Senior Percentage
for the Senior Certificates of the remaining Senior Certificate Group is the
percentage equivalent of a fraction, the numerator of which is the aggregate
of the Class Certificate Balances of each such Class of Senior Certificates
(other than the Notional Amount

                                      32
<PAGE>

Certificates) immediately prior to such Distribution Date and the denominator
of which is the aggregate of the Class Certificate Balances of all Classes of
Certificates (other than the Notional Amount Certificates) immediately prior
to such Distribution Date. In no event will any Senior Percentage be greater
than 100%.

      Senior Prepayment Percentage: As to a Senior Certificate Group and any
Distribution Date during the ten years beginning on the first Distribution
Date, 100%. The related Senior Prepayment Percentage for any Senior
Certificate Group and Distribution Date occurring on or after the tenth
anniversary of the first Distribution Date will, except as provided in this
Agreement, be as follows: for any Distribution Date in the first year
thereafter, the related Senior Percentage plus 70% of the related Subordinated
Percentage for such Distribution Date; for any Distribution Date in the second
year thereafter, the related Senior Percentage plus 60% of the related
Subordinated Percentage for such Distribution Date; for any Distribution Date
in the third year thereafter, the related Senior Percentage plus 40% of the
related Subordinated Percentage for such Distribution Date; for any
Distribution Date in the fourth year thereafter, the related Senior Percentage
plus 20% of the related Subordinated Percentage for such Distribution Date;
and for any Distribution Date thereafter, the related Senior Percentage for
such Distribution Date; provided, however, that if on any Distribution Date
the related Senior Percentage exceeds the Senior Percentage of such Senior
Certificate Group as of the Closing Date, then the Senior Prepayment
Percentage for each Senior Certificate Group for such Distribution Date will
equal 100%. Notwithstanding the foregoing, no decrease in the related Senior
Prepayment Percentage will occur unless both of the Senior Step Down
Conditions are satisfied with respect to all Loan Groups. Notwithstanding the
foregoing, if the Two Times Test is satisfied on a Distribution Date, the
Senior Prepayment Percentage for each Senior Certificate Group will equal (x)
if such Distribution Date is on or prior to the Distribution Date in January
2010, the related Senior Percentage for such Distribution Date plus 50% of the
related Subordinated Percentage for that Distribution Date and (y) if such
Distribution Date is after the Distribution Date in January 2010, the related
Senior Percentage.

      Senior Principal Distribution Amount: As to any Distribution Date and
Loan Group, the sum of (i) the related Senior Percentage of all amounts
described in clauses (a) through (d) of the definition of "Principal Amount"
with respect to that Loan Group for such Distribution Date, (ii) with respect
to any Mortgage Loan in that Loan Group that became a Liquidated Mortgage Loan
during the calendar month preceding the month of such Distribution Date, the
lesser of (x) the related Senior Percentage of the Stated Principal Balance of
such Mortgage Loan as of the Due Date in the month preceding the month of that
Distribution Date and (y) the related Senior Prepayment Percentage of the
amount of the Liquidation Proceeds allocable to principal received on the
Mortgage Loan, (iii) the related Senior Prepayment Percentage of the amounts
described in clauses (f) and (g) of the definition of "Principal Amount" with
respect to that Loan Group for such Distribution Date; (iv) on the last
Funding Period Distribution Date, the portion of the Remaining Pre-Funded
Amount allocable to that Loan Group; and (v) the principal portion of any
Transfer Payment Received for that Loan Group and Distribution Date; provided,
however, on any Distribution Date after a Senior Termination Date, the Senior
Principal Distribution Amount will be calculated pursuant to the above formula
based on all the Mortgage Loans, as opposed to the Mortgage Loans in a Loan
Group.

                                      33
<PAGE>

      Senior Step Down Conditions: On or prior to a Senior Termination Date,
with respect to the Mortgage Loans in a Loan Group and after a Senior
Termination Date, with respect to all Mortgage Loans: (i) the aggregate Stated
Principal Balance of such Mortgage Loans delinquent 60 days or more (including
Mortgage Loans in foreclosure, REO Property and Mortgage Loans, the Mortgagors
of which are in bankruptcy) (averaged over the preceding six month period),
does not equal or exceed 50% of (1) on or prior to a Senior Termination Date,
the Subordinated Percentage for such Loan Group of the aggregate Stated
Principal Balance of the Mortgage Loans in such Loan Group or (2) after a
Senior Termination Date, the aggregate Class Certificate Balance of the
Subordinated Certificates on the Distribution Date and (ii) cumulative
Realized Losses on such Mortgage Loans do not exceed: (a) commencing with the
Distribution Date on the tenth anniversary of the first Distribution Date, 30%
of the Original Subordinate Principal Balance, (b) commencing with the
Distribution Date on the eleventh anniversary of the first Distribution Date,
35% of the Original Subordinate Principal Balance, (c) commencing with the
Distribution Date on the twelfth anniversary of the first Distribution Date,
40% of the Original Subordinate Principal Balance, (d) commencing the
Distribution Date on the thirteenth anniversary of the first Distribution
Date, 45% of the Original Subordinate Principal Balance and (e) commencing
with the Distribution Date on the fourteenth anniversary of the first
Distribution Date, 50% of the Original Subordinate Principal Balance.

      Senior Termination Date: For each Senior Certificate Group, the
Distribution Date on which the aggregate Class Certificate Balance of the
related Classes of Senior Certificates have been reduced to zero.

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

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

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

      S&P: Standard & Poor's Ratings Services, 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 Ratings Services, 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.

      Startup Day: The Closing Date.

                                      34
<PAGE>

      Stated Principal Balance: As to any Mortgage Loan and Due Date, the
unpaid principal balance of such Mortgage Loan as of such Due Date as
specified in the amortization schedule at the time relating thereto (before
any adjustment to such amortization schedule by reason of any moratorium or
similar waiver or grace period), minus the sum of (i) 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, (iii) Principal Prepayments received through the last day of
the related Prepayment Period and (iv) any Realized Loss previously incurred
in connection with a Deficient Valuation. The Stated Principal Balance of any
Mortgage Loan that becomes a Liquidated Mortgage Loan will be zero on each
date following the Due Period in which such Mortgage Loan becomes a Liquidated
Mortgage Loan.

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

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

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

      Subordinated Certificates: As specified in the Preliminary Statement.

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

      Subordinated Portion: For any Distribution Date and Loan Group, an
amount equal to the aggregate Stated Principal Balance of the Mortgage Loans
in that Loan Group as of the Due Date in the month prior to the month of such
Distribution Date (after giving effect to Principal Prepayments in the
Prepayment Period related to that prior Due Date), minus the aggregate Class
Certificate Balance of the related Senior Certificates immediately prior to
such Distribution Date.

                                      35
<PAGE>

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

      Subordinated Principal Distribution Amount: With respect to any
Distribution Date and Loan Group, an amount equal to the excess of (A) the
sum, not less than zero, of the sum of (i) the Subordinated Percentage of all
amounts described in clauses (a) through (d) of the definition of "Principal
Amount" for that Loan Group and that Distribution Date, (ii) with respect to
each Mortgage Loan in that Loan Group that became a Liquidated Mortgage Loan
during the calendar month preceding the month of such Distribution Date, the
Liquidation Proceeds allocated to principal received with respect thereto
remaining after application thereof pursuant to clause (ii) of the definition
of "Senior Principal Distribution Amount", up to the Subordinated Percentage
for such Loan Group of the Stated Principal Balance of that Mortgage Loan, and
(iii) the sum of the Subordinated Prepayment Percentage for that Loan Group of
all amounts described in clauses (f) and (g) of the definition of "Principal
Amount" for such Loan Group and Distribution Date over (B) the principal
portion of any Transfer Payments Made for such Loan Group; provided, however,
that on any Distribution Date after a Senior Termination Date, the
Subordinated Principal Distribution Amount will not be calculated by Loan
Group but will equal the amount calculated pursuant to the formula set forth
above based on the applicable Subordinated Percentage and Subordinated
Prepayment Percentage for the Subordinated Certificates for such Distribution
Date with respect to all of the Mortgage Loans as opposed to the Mortgage
Loans only in the related Loan Group.

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

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

      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 not more than 1% per annum higher or lower 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, Mortgage Index reset period and Periodic Rate Cap 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; and (ix) comply with
each representation and warranty set forth in Section 2.03.

                                      36
<PAGE>

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

      Supplemental Cut-off Date: With respect to any Supplemental Mortgage
Loan, the later of (i) the date of origination of such Mortgage Loan and (ii)
the first day of the month in which the related Supplemental Transfer Date
occurs.

      Supplemental Mortgage Loan: Any Mortgage Loan other than an Initial
Mortgage Loan conveyed to the Trust Fund pursuant to Section 2.01 hereof and
to a Supplemental Transfer Agreement, which Mortgage Loan shall be listed on
the revised Mortgage Loan Schedule delivered pursuant to this Agreement and on
Schedule A to such Supplemental Transfer Agreement. When used with respect to
a single Supplemental Transfer Date, Supplemental Mortgage Loan shall mean a
Supplemental Mortgage Loan conveyed to the Trust Fund on that Supplemental
Transfer Date.

      Supplemental Transfer Agreement: A Supplemental Transfer Agreement
substantially in the form of Exhibit P hereto, executed and delivered by the
related Seller or Sellers, the Master Servicer, the Depositor and the Trustee
as provided in Section 2.01 hereof.

      Supplemental Transfer Date: For any Supplemental Transfer Agreement, the
date the related Supplemental Mortgage Loans are transferred to the Trust Fund
pursuant to the related Supplemental Transfer Agreement.

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

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

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

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

      Transfer Payment Made: As defined in Section 4.05.

      Transfer Payment Received: As defined in Section 4.05.

      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, the Pre-Funding Account, the
Capitalized Interest Account, 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.

                                      37
<PAGE>

      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 as of
the Due Date in the calendar month preceding the month in which such
Distribution Date occurs (after giving effect to Principal Prepayments
received in the Prepayment Period related to such Due Date).

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

      Two Times Test: As to any Distribution Date, if (i) the Aggregate
Subordinated Percentage is at least 200% of the Aggregate Subordinated
Percentage as of the Closing Date, (ii) clause (i) of the Senior Step Down
Conditions is satisfied and (iii) the cumulative Realized Losses on all the
Mortgage Loans do not exceed (x) with respect to any Distribution Date on or
prior to January 2010, 20% of the aggregate Class Certificate Balance of the
Subordinated Certificates as of the Closing Date or (y) with respect to any
Distribution Date after January 2010, 30% of the aggregate Class Certificate
Balance of the Subordinated Certificates as of the Closing Date.

      Undercollateralized Group: As defined in Section 4.05.

      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.

      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), and (b) the remaining Voting Rights (or 100%
of the Voting Rights if there is no Class of Notional Amount Certificates)
shall be allocated among Holders of the remaining Classes of Certificates in
proportion to the Certificate Balances of their respective Certificates on
such date.

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

      Weighted Average Roll Date: Not applicable.

                                      38
<PAGE>

      SECTION 1.02. Certain Interpretative Principles.

      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.

                                      39
<PAGE>

                                  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 Initial Mortgage Loans, including all interest
and principal received or receivable by such Seller, on or with respect to the
applicable Initial Mortgage Loans after the Initial Cut-off Date and all
interest and principal payments on the related Initial Mortgage Loans received
prior to the Initial 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 Initial Mortgage Loans on or before the Initial
Cut-off Date. On or prior to the Closing Date, Countrywide shall deliver to
the Depositor or, at the Depositor's direction, to the Trustee or other
designee of the Depositor, the Mortgage File for each Mortgage Loan listed in
the Mortgage Loan Schedule (except that, in the case of the Delay Delivery
Mortgage Loans (which may include Countrywide Mortgage Loans, Park Granada
Mortgage Loans, Park Monaco Mortgage Loans and Park Sienna Mortgage Loans),
such delivery may take place within thirty (30) days following the Closing
Date or twenty (20) days following the applicable Supplemental Transfer Date,
as applicable). 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 Initial
Mortgage Loan that does not have a first payment date on or before the Due
Date in the month of the first Distribution Date or any Supplemental Mortgage
Loan that does not have a first payment date on or before the Due Date in the
month after the related Supplemental Transfer Date, Countrywide shall deposit
into the Distribution Account on or before the Distribution Account Deposit
Date relating to the first applicable Distribution Date, an amount equal to
one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date
Principal Balance of such Mortgage Loan.

      (b) Immediately upon the conveyance of the Initial 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 that are Initial
Mortgage Loans, will deliver or cause to be delivered to the Trustee within
thirty (30) days following the Closing Date and in the case of the Delay
Delivery Mortgage Loans that are Supplemental Mortgage Loans, will deliver or
cause to be delivered to the Trustee within twenty (20) days following the
applicable Supplemental Transfer Date) for the benefit of the
Certificateholders the following documents or instruments with respect to each
Mortgage Loan so assigned:

                                      40
<PAGE>

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

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

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

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

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

                  (v) except as provided below, the original or a copy of
            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:

                                      41
<PAGE>

                        (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

                        (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(R) 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 (and any Supplemental Transfer Agreement, as applicable) 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(R) System to identify
the series of the Certificates issued in connection with such Mortgage Loans.
Each Seller further agrees that it will not, and will not permit the Master
Servicer to, and the Master Servicer agrees that it will not, alter the
information referenced in this paragraph with respect to any Mortgage Loan
sold by such Seller to the Depositor during the term of this Agreement unless
and until such Mortgage Loan is repurchased in accordance with the terms of
this Agreement.

      In the event that in connection with any Mortgage Loan that is not a
MERS Mortgage Loan the Depositor cannot deliver (a) the original recorded
Mortgage or a copy of such mortgage, with recording information, or (b) all
interim recorded assignments or a copy of such assignments, with recording
information, or (c) the lender's title policy or a copy of lender's title
policy (together with all riders thereto) satisfying the requirements of
clause (ii), (iii) or (v) above, respectively, concurrently with the execution
and delivery of this Agreement because such document or documents have not
been returned from the applicable public recording office in the case of
clause (ii) or (iii) above, or because the title policy has not been delivered
to either the Master Servicer or the Depositor by the applicable title insurer
in the case of clause (v) above, the Depositor shall promptly deliver to the
Trustee, in the case of clause (ii) or (iii) above, such original Mortgage or
a copy of such mortgage, with recording information, or such interim
assignment or a copy of such assignments, with recording information, as the
case may be, with evidence of recording indicated thereon upon receipt thereof
from the public recording office, or a copy thereof, certified, if
appropriate, by the relevant recording office, but in no event shall any such
delivery of the original Mortgage and each such interim assignment or a copy
thereof, certified, if appropriate, by the relevant recording office, be made
later than one year following

                                      42
<PAGE>

the Closing Date, or, in the case of clause (v) above, no later than 120 days
following the Closing Date; provided, however, in the event the Depositor is
unable to deliver by such date each Mortgage and each such interim assignment
by reason of the fact that any such documents have not been returned by the
appropriate recording office, or, in the case of each such interim assignment,
because the related Mortgage has not been returned by the appropriate
recording office, the Depositor shall deliver such documents to the Trustee as
promptly as possible upon receipt thereof and, in any event, within 720 days
following the Closing Date. The Depositor shall forward or cause to be
forwarded to the Trustee (a) from time to time additional original documents
evidencing an assumption or modification of a Mortgage Loan and (b) any other
documents required to be delivered by the Depositor or the Master Servicer to
the Trustee. In the event that the original Mortgage is not delivered and in
connection with the payment in full of the related Mortgage Loan and the
public recording office requires the presentation of a "lost instruments
affidavit and indemnity" or any equivalent document, because only a copy of
the Mortgage can be delivered with the instrument of satisfaction or
reconveyance, the Master Servicer shall execute and deliver or cause to be
executed and delivered such a document to the public recording office. In the
case where a public recording office retains the original recorded Mortgage or
in the case where a Mortgage is lost after recordation in a public recording
office, Countrywide shall deliver to the Trustee a copy of such Mortgage
certified by such public recording office to be a true and complete copy of
the original recorded Mortgage.

      As promptly as practicable subsequent to such transfer and assignment,
and in any event, within one hundred 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 Series 2007-HY2, 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 Initial Mortgage
Loans, Countrywide (on its own behalf and on behalf of Park Granada, Park
Monaco and Park Sienna) shall either (i) deliver to the

                                      43
<PAGE>

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.

      Notwithstanding anything to the contrary in this Agreement, within
twenty (20) days after a Supplemental Transfer Date with respect to all of the
Supplemental Mortgage Loans sold to the Depositor on such Supplemental
Transfer Date, Countrywide (on its own behalf and on behalf of Park Granada,
Park Monaco and Park Sienna) shall either (i) deliver to the Depositor, or at
the Depositor's direction, to the Trustee or other designee of the Depositor
the Mortgage File as required pursuant to this Section 2.01 for each Delay
Delivery Mortgage Loan or (ii) (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 twenty (20) 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 twenty (20) day period the Trustee shall send a Delay Delivery
Certification for the Delay Delivery Mortgage Loans delivered during such
twenty (20) day period in accordance with the provisions of Section 2.02.

      (d) Subject to the execution and delivery of the related Supplemental
Transfer Agreement as provided in Section 2.01(e) hereof and the terms and
conditions of this Agreement, each Seller sells, transfers, assigns, sets over
and otherwise conveys to the Depositor, without recourse, on each Supplemental
Transfer Date, with respect to each Supplemental Mortgage Loan sold by such
Seller to the Depositor, all the right, title and interest of that Seller in
and to the Supplemental Mortgage Loans sold by it identified in such
Supplemental Transfer Agreement, including all interest and principal received
and receivable by such Seller on or with

                                      44
<PAGE>

respect to the related Supplemental Mortgage Loans on and after the related
Supplemental Cut-off Date (to the extent not applied in computing the Cut-off
Date Principal Balance thereof) or deposited into the Certificate Account by
the related Seller, other than principal and interest due on such Supplemental
Mortgage Loans prior to the related Supplemental Cut-off Date.

      Immediately upon the conveyance of the Supplemental Mortgage Loans
referred to in the preceding paragraph, the Depositor sells, transfers,
assigns, sets over and otherwise conveys to the Trustee for benefit of the
Certificateholders, without recourse, all right title and interest in all of
the Supplemental Mortgage Loans.

      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).

      (e) Upon five (5) Business Days written notice to the Trustee, the
Depositor, the Master Servicer (if the Master Servicer is not a Seller) and
the Rating Agencies, on any other Business Day during the Funding Period
designated by Countrywide, Park Granada, Park Monaco and Park Sienna, if
applicable, the Depositor and the Trustee shall complete, execute and deliver
a Supplemental Transfer Agreement so long as no Rating Agency has provided
notice that the execution and delivery of such Supplemental Transfer Agreement
will result in a reduction or withdrawal of the any ratings assigned to the
Certificates. After the execution and delivery of such Supplemental Transfer
Agreement, on the Supplemental Transfer Date, the Trustee shall set aside in
the Pre-Funding Account an amount equal to the Aggregate Supplemental Purchase
Amount.

      The transfer of Supplemental Mortgage Loans and the other property and
rights relating to them on a Supplemental Transfer Date is subject to the
satisfaction of each of the following conditions:

       (i) each Supplemental Mortgage Loan conveyed on such Supplemental
           Transfer Date satisfies the representations and warranties
           applicable to it under this Agreement; provided, however, that with
           respect to a breach of a representation and warranty with respect
           to a Supplemental Mortgage Loan, the obligation under Section
           2.03(c) of this Agreement of Countrywide, Park Granada, Park Monaco
           and Park Sienna, if applicable, to cure, repurchase or replace such
           Supplemental Mortgage Loan shall constitute the sole remedy against
           such Seller respecting such breach available to Certificateholders,
           the Depositor or the Trustee;

      (ii) the Trustee, the Underwriter and the Rating Agencies are
           provided with an Opinion of Counsel or Opinions of Counsel with
           respect to the tax treatment of the Trust Fund, to be delivered as
           provided pursuant to Section 2.01(f);

     (iii) the Rating Agencies and the Underwriter are provided with an
           Opinion of Counsel or Opinions of Counsel with respect to the
           validity of the conveyance of the Supplemental

                                      45
<PAGE>

           Mortgage Loans conveyed on such Supplemental Transfer Date, to be
           delivered as provided pursuant to Section 2.01(f);

      (iv) the execution and delivery of such Supplemental Transfer
           Agreement or conveyance of the related Supplemental Mortgage Loans
           does not result in a reduction or withdrawal of any ratings
           assigned to the Certificates by the Rating Agencies;

       (v) the Supplemental Mortgage Loans conveyed on such Supplemental
           Transfer Date were selected in a manner reasonably believed not to
           be adverse to the interests of the Certificateholders;

      (vi) following the conveyance of the Supplemental Mortgage Loans on
           such Supplemental Transfer Date to the Trust Fund, the
           characteristics of the Mortgage Loans will comply with the Loan
           Group Characteristics (including the permitted variances listed
           therein); provided, that for the purpose of making these
           calculations, the characteristics for any Initial Mortgage Loan
           made will be taken as of the Initial Cut-off Date and the
           characteristics for any Supplemental Mortgage Loan will be taken as
           of the related Supplemental Cut-off Date;

     (vii) none of the Sellers or the Depositor shall be insolvent or
           shall be rendered insolvent as a result of such transfer; and

    (viii) the Depositor shall have delivered to the Trustee an Officer's
           Certificate confirming the satisfaction of each of these conditions
           precedent.

      The Trustee shall not be required to investigate or otherwise verify
compliance with these conditions, except for its own receipt of documents
specified above, and shall be entitled to rely on the required Officer's
Certificate.

      (f) Within seven Business Days after each Supplemental Transfer Date,
upon (1) delivery to the Trustee by the Depositor or Countrywide of the
Opinions of Counsel referred to in Sections 2.01(e)(ii) and (iii), (2)
delivery to the Trustee by Countrywide of a revised Mortgage Loan Schedule
reflecting the Supplemental Mortgage Loans conveyed on such Supplemental
Transfer Date and (3) delivery to the Trustee by the Depositor of an Officer's
Certificate confirming the satisfaction of each of the conditions precedent
set forth in this Section 2.01(f), the Trustee shall pay to each Seller the
portion of the Aggregate Supplemental Transfer Amount used to purchase
Supplemental Mortgage Loans from such Seller from those funds that were set
aside in the Pre-Funding Account pursuant to Section 2.01(e), and the Trustee
shall withdraw from the Capitalized Interest Account the Capitalized Interest
Release Amount for such Supplemental Transfer Date and distribute such amount
to the order of Countrywide. The positive difference, if any, between the
Aggregate Supplemental Transfer Amount and the Aggregate Supplemental Purchase
Amount shall be reinvested by the Trustee in the Pre-Funding Account.

      (g) The Trustee shall not be required to investigate or otherwise verify
compliance with the conditions set forth in the preceding paragraph, except
for its own receipt of documents specified above, and shall be entitled to
rely on the required Officer's Certificate.

                                      46
<PAGE>

      Within thirty days after the final Supplemental Transfer Date, the
Depositor shall deliver to the Trustee a letter of a nationally recognized
firm of independent public accountants stating whether or not the Supplemental
Mortgage Loans conveyed on such Supplemental Transfer Date conform to the
characteristics in Section 2.01(e)(vi).

      (h) Neither the Depositor nor the Trust will acquire or hold any
Mortgage Loan that would violate the representations made by Countrywide set
forth in clauses (49) and (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-1 (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-1. Based on its review and
examination, and only as to the documents identified in such Initial
Certification, the Trustee acknowledges that such documents appear regular on
their face and relate to the Initial 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 Initial Mortgage Loans in the form
annexed hereto as Exhibit G-1 (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 Initial Mortgage Loans in the form annexed hereto as
Exhibit H-1 (a "Final Certification"), with any applicable exceptions noted
thereon.

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

                                      47
<PAGE>

(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 an Initial 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(R) System in accordance with MERS' rules and
regulations or (ii) cause MERS to designate on the MERS(R) System Countrywide
(on its own behalf and on behalf of Park

                                      48
<PAGE>

Granada, Park Monaco and Park Sienna) or its designee as the beneficial holder
of such Mortgage Loan.

      (b) Upon delivery of the Supplemental Mortgage Loans pursuant to a
Supplemental Transfer Agreement, the Trustee shall acknowledge receipt of the
documents identified in any Supplemental Certification in the form annexed
hereto as Exhibit F-2 and declare that it will hold such documents and the
other documents delivered to it constituting the Mortgage Files, and that it
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 Supplemental Transfer
Date to the Depositor, the Master Servicer and Countrywide (on its own behalf
and on behalf of Park Granada, Park Monaco and Park Sienna) a Supplemental
Certification in the form annexed hereto as Exhibit F-2. Based on its review
and examination, and only as to the documents identified in such Supplemental
Certification, the Trustee shall acknowledge that such documents appear
regular on their face and relate to such Supplemental Mortgage Loan. The
Trustee shall be under no duty or obligation to inspect, review or examine
said documents, instruments, certificates or other papers to determine that
the same are genuine, enforceable or appropriate for the represented purpose
or that they have actually been recorded in the real estate records or that
they are other than what they purport to be on their face.

      On or about the twentieth (20th) day after the Supplemental Transfer
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 Supplemental
Mortgage Loans in the form annexed hereto as Exhibit G-2, with any applicable
exceptions noted thereon.

      Not later than 90 days after the final Supplemental Transfer 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 Supplemental Mortgage Loans in the
form annexed hereto as Exhibit H-2, with any applicable exceptions noted
thereon.

      (c) If, in the course of such review of the Mortgage Files relating to
the Supplemental Mortgage Loans, the Trustee finds any document constituting a
part of a Mortgage File which does not meet the requirements of Section 2.01,
the Trustee shall list such as an exception in the Final Certification;
provided, however that the Trustee shall not make any determination as to
whether (i) any endorsement is sufficient to transfer all right, title and
interest of the party so endorsing, as noteholder or assignee thereof, in and
to that Mortgage Note or (ii) any assignment is in recordable form or is
sufficient to effect the assignment of and transfer to the assignee thereof
under the mortgage to which the assignment relates. Countrywide (on its own
behalf and on behalf of Park Granada, Park Monaco and Park Sienna) shall
promptly correct or cure such defect within 90 days from the date it was so
notified of such defect and, if Countrywide does not correct or cure such
defect within such period, Countrywide (on its own behalf and on behalf of
Park Granada, Park Monaco and Park Sienna) shall either (a) substitute for the
related

                                      49
<PAGE>

Mortgage Loan a Substitute Mortgage Loan, which substitution shall be
accomplished in the manner and subject to the conditions set forth in Section
2.03, or (b) purchase such Mortgage Loan from the Trustee within 90 days from
the date Countrywide (on its own behalf and on behalf of Park Granada, Park
Monaco and Park Sienna) was notified of such defect in writing at the Purchase
Price of such Mortgage Loan; provided, however, that in no event shall such
substitution or purchase occur more than 540 days from the Closing Date,
except that if the substitution or purchase of a Mortgage Loan pursuant to
this provision is required by reason of a delay in delivery of any documents
by the appropriate recording office, and there is a dispute between either the
Master Servicer or Countrywide (on its own behalf and on behalf of Park
Granada, Park Monaco and Park Sienna) and the Trustee over the location or
status of the recorded document, then such substitution or purchase shall
occur within 720 days from the Closing Date. The Trustee shall deliver written
notice to each Rating Agency within 270 days from the Closing Date indicating
each Mortgage Loan (a) which has not been returned by the appropriate
recording office or (b) as to which there is a dispute as to location or
status of such Mortgage Loan. Such notice shall be delivered every 90 days
thereafter until the related Mortgage Loan is returned to the Trustee. Any
such substitution pursuant to (a) above or purchase pursuant to (b) above
shall not be effected prior to the delivery to the Trustee of the Opinion of
Counsel required by Section 2.05 hereof, if any, and any substitution pursuant
to (a) above shall not be effected prior to the additional delivery to the
Trustee of a Request for Release substantially in the form of Exhibit N. No
substitution is permitted to be made in any calendar month after the
Determination Date for such month. The Purchase Price for any such Mortgage
Loan shall be deposited by Countrywide (on its own behalf and on behalf of
Park Granada, Park Monaco and Park 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 a 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 Supplemental 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) and shall cause such Mortgage to be
removed from registration on the MERS(R) System in accordance with MERS' rules
and regulations or (ii) cause MERS to designate on the MERS(R) 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..

      (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.

                                      50
<PAGE>

      (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 Initial Cut-off Date with respect to all of the Initial
Mortgage Loans and as of the related Supplemental Cut-off Date with respect to
all of the Supplemental 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
Initial Cut-off Date with respect to the Initial Mortgage Loans that are
Countrywide Mortgage Loans and as of the related Supplemental Cut-off Date
with respect to the Supplemental 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 Initial Cut-off Date with respect to the
Initial Mortgage Loans that are Park Granada Mortgage Loans and as of the
related Supplemental Cut-off Date with respect to the Supplemental 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
Initial Cut-off Date with respect to the Initial Mortgage Loans that are Park
Monaco Mortgage Loans and as of the related Supplemental Cut-off Date with
respect to the Supplemental 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 Initial Cut-off Date with respect to the
Initial Mortgage Loans that are Park Sienna Mortgage Loans and as of the
related Supplemental Cut-off Date with respect to the Supplemental 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.

      (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) or a breach of a

                                      51
<PAGE>

representation or warranty with respect to a Supplemental Mortgage Loan under
Section 2.01(e)(i) that materially and adversely affects the interests of the
Certificateholders in that Mortgage Loan, the party discovering such breach
shall give prompt notice thereof to the other parties. Each Seller hereby
covenants that within 90 days of the earlier of its discovery or its receipt
of written notice from any party of a breach of any representation or warranty
with respect to a Mortgage Loan sold by it pursuant to Section 2.03(a) and
with respect to a breach of a representation and warranty with respect to a
Supplemental Mortgage Loan sold by it under Section 2.01(e)(i) which
materially and adversely affects the interests of the Certificateholders in
that Mortgage Loan, it shall cure such breach in all material respects, and if
such breach is not so cured, shall, (i) if such 90-day period expires prior to
the second anniversary of the Closing Date, remove such Mortgage Loan (a
"Deleted Mortgage Loan") from the Trust Fund and substitute in its place a
Substitute Mortgage Loan, in the manner and subject to the conditions set
forth in this Section; or (ii) repurchase the affected Mortgage Loan or
Mortgage Loans from the Trustee at the Purchase Price in the manner set forth
below; provided, however, that any such substitution pursuant to (i) above
shall not be effected prior to the delivery to the Trustee of the Opinion of
Counsel required by Section 2.05, 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 any representation set
forth in clause (51) of Schedule III-A or clause (8) of Schedule IV may be
deemed to materially and adversely affect the Certificateholders if (i)
Freddie Mac is a Certificate Owner, (ii) Freddie Mac is the party asserting
the existence of the breach and (iii) Freddie Mac and the Sellers so agree.

      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

                                      52
<PAGE>

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.

      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.

                                      53
<PAGE>

      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 Initial 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 Initial Mortgage Loans to it by each Seller, the Depositor
had good title to the Initial Mortgage Loans and the related Mortgage Notes
were subject to no offsets, defenses or counterclaims.

      The Depositor hereby assigns, transfers and conveys to the Trustee all
of its rights with respect to the Mortgage Loans including, without
limitation, the representations and warranties of each Seller made pursuant to
Section 2.03(a), 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.

      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.

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

                                      54
<PAGE>

      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.

      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 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.

                                      55
<PAGE>

                                  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(R) System, or cause the removal from
the registration of any Mortgage Loan on the MERS(R) 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.

                                      56
<PAGE>

      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
Subservicers.

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

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

      SECTION 3.03. Rights of the Depositor and the Trustee in Respect of the
Master Servicer.

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

                                      57
<PAGE>

Trustee or the Depositor be obligated to supervise the performance of the
Master Servicer under this Agreement or otherwise.

      SECTION 3.04. Trustee to Act as Master Servicer.

      In the event that the Master Servicer shall for any reason no longer be
the Master Servicer hereunder (including by reason of an Event of Default or
termination by the Depositor), the Trustee or its successor shall then assume
all of the rights and obligations of the Master Servicer hereunder arising
thereafter (except that the Trustee shall not be (i) liable for losses of the
Master Servicer pursuant to Section 3.09 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 hereunder
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; Pre-Funding Account; Capitalized Interest Account.

      (a) The Master Servicer shall make reasonable efforts in accordance with
the customary and usual standards of practice of prudent mortgage servicers to
collect all payments called for under the terms and provisions of the Mortgage
Loans to the extent such procedures shall be consistent with this Agreement
and the terms and provisions of any related Required Insurance Policy.
Consistent with the foregoing, the Master Servicer may in its discretion (i)
waive any late payment charge or any 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. 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

                                      58
<PAGE>

reasonably believes that enforcing the provision of the Mortgage or other
instrument pursuant to which such payment is required is prohibited by
applicable law.

      (b) The Master Servicer shall establish and maintain a Certificate
Account into which the Master Servicer shall deposit or cause to be deposited
no later than two Business Days after receipt (or, if the current long-term
credit rating of Countrywide Home Loans, Inc. is reduced below "A-" by S&P or
"A3" by Moody's, the Master Servicer shall deposit or cause to be deposited on
a daily basis within one Business Day of receipt), except as otherwise
specifically provided 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 hereunder:

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

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

     (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
           pursuant to Section 3.05(e) in connection with any losses on
           Permitted Investments;

       (v) any amounts required to be deposited by the Master Servicer
           pursuant to Section 3.09(c) and in respect of net monthly rental
           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.

      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 prepayment penalties,
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

                                      59
<PAGE>

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) [Reserved].

      (d) The Trustee shall establish and maintain, on behalf of the
Certificateholders, the Distribution Account. The Trustee shall, promptly upon
receipt, deposit in the Distribution Account and retain 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 pursuant to Section
           3.05(e) in connection with any losses on Permitted Investments; 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.

      (e) Each institution at which the Certificate Account, the Pre-Funding
Account, the Capitalized Interest Account or the Distribution Account is
maintained shall invest the funds in such account 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 Pre-Funding Account or
the Capitalized Interest 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

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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 amount of any losses in the
Pre-Funding Account or the Capitalized Interest Account incurred in respect of
any such investments shall promptly be deposited by the Depositor in the
Pre-Funding Account or the Capitalized Interest Account, as applicable. All
income or gain (net of any losses) realized from any such investment of funds
on deposit in the Capitalized Interest Account shall be credited to the
Capitalized Interest Account. 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, the Pre-Funding
Account, the Capitalized Interest 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,
the Capitalized Interest Account or the Pre-Funding Account prior to any
change thereof.

      (g) The Trustee shall establish and maintain, on behalf of the
Certificateholders, the Pre-Funding Account. On the Closing Date, Countrywide
shall remit the Pre-Funded Amount to the Trustee for deposit in the
Pre-Funding Account. On each Supplemental Transfer Date, upon satisfaction of
the conditions for such Supplemental Transfer Date set forth in Section
2.01(e), with respect to the related Supplemental Transfer Agreement, the
Trustee shall pay to each Seller selling Supplemental Mortgage Loans to the
Depositor on such Supplemental Transfer Date the portion of the Aggregate
Supplemental Transfer Amount held in escrow pursuant to Section 2.01(e) as
payment of the purchase price for the Supplemental Mortgage Loans sold by such
Seller. If at any time the Depositor becomes aware that the Cut-off Date
Stated Principal Balance of Supplemental Mortgage Loans reflected on any
Supplemental Transfer Agreement exceeds the actual Cut-off Date Stated
Principal Balance of the relevant Supplemental Mortgage Loans, the Depositor
may so notify the Trustee and the Trustee shall redeposit into the Pre-Funding
Account the excess reported to it by the Depositor.

      If any funds remain in the Pre-Funding Account at the end of the Funding
Period, to the extent that they represent earnings on the amounts originally
deposited into the Pre-Funding Account, the Trustee shall distribute them to
the order of the Depositor. The remaining funds shall be transferred to the
Distribution Account to be included as part of principal distributions to the
Classes of Senior Certificates, to the extent of the Remaining Pre-Funded
Amount, as applicable.

      (h) The Trustee shall establish and maintain, on behalf of the
Certificateholders, the Capitalized Interest Account. On the Closing Date,
Countrywide shall remit the Capitalized Interest Deposit to the Trustee for
deposit in the Capitalized Interest Account. On each

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Distribution Account Deposit Date related to a Funding Period Distribution
Date, the Trustee shall transfer from the Capitalized Interest Account to the
Distribution Account an amount equal to the Capitalized Interest Requirement
(which, to the extent required, may include investment earnings on amounts on
deposit therein) for the related Distribution Date.

      On each Supplemental Transfer Date, upon satisfaction of the conditions
for such Supplemental Transfer Date set forth in Section 2.01(e), the Trustee
shall withdraw from the Capitalized Interest Account the Capitalized Interest
Release Amount for such Supplemental Transfer Date and distribute such amount
to the order of Countrywide pursuant to Section 2.01(e).

      If any funds remain in the Capitalized Interest Account at the end of
the Distribution Account Deposit Date for the last Funding Period Distribution
Date, the Trustee shall distribute any such remaining funds to the order of
Countrywide on the last Funding Period Distribution Date.

      SECTION 3.06. Collection of Taxes, Assessments and Similar Items; Escrow
Accounts.

      (a) To the extent required by the related Mortgage Note and not
violative of current law, the Master Servicer shall establish and maintain one
or more accounts (each, an "Escrow Account") and deposit and retain in such
accounts 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.

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      SECTION 3.07. Access to Certain Documentation and Information Regarding
the Mortgage Loans.

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

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

      SECTION 3.08. Permitted Withdrawals from the Certificate Account and the
Distribution Account.

      (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;

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<PAGE>

      (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 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 and the pro
           rata portion of the Trustee Fee for such Distribution Date (based
           on the aggregate Stated Principal Balance of the Mortgage Loans in
           each Loan Group) 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.

      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;

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<PAGE>

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

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

      SECTION 3.09. Maintenance of Hazard Insurance; Maintenance of Primary
Insurance Policies.

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

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

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<PAGE>

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

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

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

      SECTION 3.10. Enforcement of Due-on-Sale Clauses; Assumption Agreements.

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

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this Section by reason of any transfer or assumption which the Master Servicer
reasonably believes it is restricted by law from preventing, for any reason
whatsoever.

      (b) Subject to the Master Servicer's duty to enforce any due-on-sale
clause to the extent set forth in Section 3.10(a), 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

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<PAGE>

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.

      With respect to any REO Property, the deed or certificate of sale shall
be taken in the name of the Trustee for the benefit of the Certificateholders,
or its nominee, on behalf of the Certificateholders. The Trustee's name shall
be placed on the title to such REO Property solely as the Trustee hereunder
and not in its individual capacity. The Master Servicer shall ensure that the
title to such REO Property references the Pooling and Servicing Agreement and
the Trustee's capacity thereunder. Pursuant to its efforts to sell such REO
Property, the Master Servicer shall either itself or through an agent selected
by the Master Servicer protect and conserve such REO Property in the same
manner and to such extent as is customary in the locality where such REO
Property is located and may, incident to its conservation and protection of
the interests of the Certificateholders, rent the same, or any part thereof,
as the Master Servicer deems to be in the best interest of the
Certificateholders for the period prior to the sale of such REO Property. The
Master Servicer shall prepare for and deliver to the Trustee a statement with
respect to each REO Property that has been rented showing the aggregate rental
income received and all expenses incurred in connection with the maintenance
of such REO Property at such times as is necessary to enable the Trustee to
comply with the reporting requirements of the REMIC Provisions. The net
monthly rental income, if any, from such REO Property shall be deposited in
the Certificate Account no later than the close of business on each
Determination Date. The Master Servicer shall perform the tax reporting and
withholding required by sections 1445 and 6050J of the Code with respect to
foreclosures and abandonments, the tax reporting required by section 6050H of
the Code with respect to the receipt of mortgage interest from individuals and
any tax reporting required by section 6050P of the Code with respect to the
cancellation of indebtedness by certain financial entities, by preparing such
tax and information returns as may be required, in the form required, and
delivering the same to the Trustee for filing.

      In the event that the Trust Fund acquires any Mortgaged Property as
aforesaid or otherwise in connection with a default or imminent default on a
Mortgage Loan, the Master Servicer shall dispose of such Mortgaged Property as
soon as practicable in a manner that maximizes the Liquidation Proceeds
thereof, but in no event later than three years after its acquisition by the
Trust Fund. In that event, the Trustee shall have been supplied with an
Opinion of Counsel to the effect that the holding by the Trust Fund of such
Mortgaged Property subsequent to a three-year period, if applicable, will not
result in the imposition of taxes on "prohibited transactions" of any REMIC
hereunder as defined in section 860F of the Code or cause any REMIC hereunder
to fail to qualify as a REMIC at any time that any Certificates are
outstanding, and that 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 rented (or 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

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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.

      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

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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 may agree to a modification of any Mortgage Loan (the
"Modified Mortgage Loan") if (i) the modification is in lieu of a refinancing,
(ii) the Mortgage Rate on the Modified Mortgage Loan is approximately a
prevailing market rate for newly-originated mortgage loans having similar
terms and (iii) Countrywide purchases the Modified Mortgage Loan from the
Trust Fund 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.

      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 to this Agreement.
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).

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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.

      SECTION 3.12. Trustee to Cooperate; Release of Mortgage Files.

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

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

      SECTION 3.13. Documents, Records and Funds in Possession of Master
Servicer to be Held for the Trustee.

      Notwithstanding any other provisions of this Agreement, the Master
Servicer shall transmit to the Trustee as required by this Agreement all
documents and instruments in respect of a Mortgage Loan coming into the
possession of the Master Servicer from time to time and shall

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

      SECTION 3.14. Servicing Compensation.

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

      Additional servicing compensation in the form of Excess Proceeds,
Prepayment Interest Excess, prepayment penalties, assumption fees, late
payment charges and all income and gain net of any losses realized from
Permitted Investments 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 Certificateholders 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

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this Section shall limit the obligation of the Master Servicer to observe any
applicable law prohibiting disclosure of information regarding the Mortgagors
and the failure of the Master Servicer to provide access as provided in this
Section as a result of such obligation shall not constitute a breach of this
Section.

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

      SECTION 3.16. Annual Statement as to Compliance.

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

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

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

      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

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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.

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                                  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), the Master Servicer 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 will not be
deposited by the Master Servicer (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.

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

                  (i) [Reserved];

                  (ii) concurrently, to each interest-bearing Class of the
            Group 1 Senior Certificates, an amount allocable to interest equal
            to the related Class Optimal Interest Distribution Amount for such
            Distribution Date, any shortfall being allocated among such
            Classes in proportion to the amount of the Class Optimal Interest
            Distribution Amount that would have been distributed in the
            absence of such shortfall;

                  (iii) [Reserved];

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

                        (x) [Reserved]; and

                        (y) the related Principal Amount, up to the amount of
                  the Senior Principal Distribution Amount for Loan Group 1
                  for such Distribution Date will be distributed,
                  sequentially, as follows:

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

                                 (2) to the Class 1-A Certificates, until
                        its Class Certificate Balance is reduced to zero;

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

                  (i) [Reserved];

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<PAGE>

                  (ii) concurrently, to each interest-bearing Class of Group 2
            Senior Certificates, an amount allocable to interest equal to the
            related Class Optimal Interest Distribution Amount for such
            Distribution Date, any shortfall being allocated among such
            Classes in proportion to the amount of the Class Optimal Interest
            Distribution Amount that would have been distributed in the
            absence of such shortfall;

                  (iii) [Reserved];

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

                     (x) [Reserved]; and

                     (y) the related Principal Amount, up to the amount of the
            Senior Principal Distribution Amount for Loan Group 2 for such
            Distribution Date will be distributed to the Class 2-A
            Certificates until its Class Certificate Balance is reduced to
            zero.

      (3) On each Distribution Date, Available Funds from all Loan Groups
remaining after making the distributions described in Section 4.02(a)(1)
through Section 4.02(a)(2), shall be distributed to the Senior Certificates to
the extent provided in Section 4.05.

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

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

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

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

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

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

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<PAGE>

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

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

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

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

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

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

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

                        (M) [Reserved]; and

                        (N) to the Class A-R Certificates, any remaining funds
                  in the Trust Fund.

      (b) [Reserved]

      (c) [Reserved]

      (d) On each Distribution Date, the amount referred to in clause (i) of
the definition of Class Optimal Interest Distribution Amount for each Class of
Certificates for such Distribution Date shall be reduced for each Class of
Senior Certificates of a Senior Certificate Group and each Class of
Subordinated Certificates by the related Class' Allocable Share of (A) the Net
Prepayment Interest Shortfalls for the related Loan Group, (B) with respect to
each Mortgage Loan in the related Loan Group (or after the Senior Credit
Support Depletion Date, any Mortgage Loan) that became subject to a Debt
Service Reduction during the calendar month preceding the month of such
Distribution Date, the interest portion of the related Debt Service Reduction
and (C) each Relief Act Reduction for the Mortgage Loans in the related Loan
Group (or after the Senior Credit Support Depletion Date, any Mortgage Loan)
incurred during the calendar month preceding the month of such Distribution
Date.

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<PAGE>

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

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

      SECTION 4.03. [Reserved].

      SECTION 4.04. Allocation of Realized Losses.

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

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

       (i) [Reserved].

      (ii) Any Realized Loss on the Mortgage Loans in a Loan Group shall be
           allocated first to the Subordinated Certificates in reverse order
           of their respective numerical Class designations (beginning with
           the Class of Subordinated Certificates then outstanding with the
           highest numerical Class designation) until the respective Class
           Certificate Balance of each such Class is reduced to zero, and
           second to the Senior Certificates of the related Senior Certificate
           Group (other than any Notional Amount Certificates), if applicable,
           in the following order, until the respective Class Certificate
           Balance of each such Class has been reduced to zero: (1) in the
           case of Loan Group 1, to the Class 1-A Certificates; and (2) in the
           case of Loan Group 2, to the Class 2-A Certificates.

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<PAGE>

      (b) The Class Certificate Balance of the Class of Subordinated
Certificates then outstanding with the highest numerical Class designation
shall be reduced on each Distribution Date by the amount, if any, by which the
aggregate of the Class Certificate Balances of all outstanding Classes of
Certificates (after giving effect to the distribution of principal and the
allocation of Realized Losses on such Distribution Date) exceeds the Pool
Stated Principal Balance as of the Due Date in the month of such Distribution
Date.

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

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

      SECTION 4.05. Cross-Collateralization; Adjustments to Available Funds

      If on any Distribution Date the Class Certificate Balance of the Senior
Certificates in a Senior Certificate Group immediately prior to each
Distribution Date is greater than the aggregate Stated Principal Balance of
the Mortgage Loans in the related Loan Group as of the Due Date in the month
preceding the month of that Distribution Date (after giving effect to
Principal Prepayments in the Prepayment Period related to that Due Date) (the
"Undercollateralized Group"), then the Trustee shall apply the Available Funds
of the other Loan Group if it is not undercollateralized (the
"Overcollateralized Group"), as follows:

      (1) to add to the Available Funds of the Undercollateralized Group an
amount equal to the lesser of (a) one month's interest on the Transfer Payment
Received of the Undercollateralized Group at the Weighted Average Adjusted Net
Mortgage Rate applicable to the Undercollateralized Group and (b) Available
Funds of the Overcollateralized Group remaining after making distributions to
the Certificates of the Overcollateralized Group on such Distribution Date
pursuant to Section 4.02; and

      (2) to the Senior Certificates of the Undercollateralized Group, to the
extent of the principal portion of Available Funds of the Overcollateralized
Group remaining after making distributions to the Senior Certificates of the
Overcollateralized Group on such Distribution Date pursuant to Section 4.02,
until the Class Certificate Balance of the Senior Certificates of such
Undercollateralized Group equals the aggregate Stated Principal Balance of the
Mortgage Loans in the related Loan Group as of the Due Date in the month
preceding the month of that Distribution Date (after giving effect to
Principal Prepayments in the Prepayment Period related to that Due Date).

      The payment received by the Undercollateralized Group (including the
interest thereon as provided in (1) above) is referred to as a "Transfer
Payment Received." The payment made by

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<PAGE>

the Overcollateralized Group (including the interest thereon as provided in
(1) above) is referred to as a "Transfer Payment Made."

      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 on the Trustee's website
(http://www.bnyinvestorreporting.com) a statement generally setting forth the
information contained in Exhibit Q hereto.

      (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
aggregate principal distributions, aggregate interest distributions and
aggregate Master Servicing Fees paid to or retained by the Master Servicer 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.

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                                   ARTICLE V
                               THE CERTIFICATES

      SECTION 5.01. The Certificates.

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

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

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

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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.

      (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 (the "Rule 144A Letter") or
(ii) there shall be delivered to the Trustee at the expense of the transferor
an Opinion of Counsel that such transfer may be made pursuant to an exemption
from the Securities Act. The Depositor shall provide to any Holder of a
Private Certificate and any prospective transferee designated by any such
Holder, information regarding the related Certificates and the Mortgage Loans
and such other information as shall be necessary to satisfy the condition to
eligibility set forth in Rule 144A(d)(4) for transfer of any such Certificate
without registration thereof under the Securities Act pursuant to the
registration exemption provided by Rule 144A. The Trustee and the Master
Servicer shall cooperate with the Depositor in providing the Rule 144A
information referenced in the preceding sentence, including providing to the
Depositor such information regarding the Certificates, the Mortgage Loans and
other matters regarding the Trust Fund as the Depositor shall reasonably
request to meet its obligation under the preceding sentence. Each Holder of a
Private Certificate desiring to effect such transfer shall, and does hereby
agree to, indemnify the Trustee and the Depositor, the Sellers and the Master
Servicer against any liability that may result if the transfer is not so
exempt or is not made in accordance with such federal and state laws.

      No transfer of an ERISA-Restricted Certificate shall be made unless the
Trustee shall have received either (i) a representation from the transferee of
such Certificate acceptable to and

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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, 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, or
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
purchaser 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 satisfactory to the Trustee
as described above shall be void and of no effect.

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

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

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

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

     (iii) Each Person holding or acquiring any Ownership Interest in a
           Residual Certificate shall agree (A) to obtain a Transfer Affidavit
           from any other Person to whom such Person attempts to Transfer its
           Ownership Interest in a Residual Certificate, (B) to obtain a
           Transfer Affidavit from any Person for whom such Person is acting
           as nominee, trustee or agent in connection with any Transfer of a
           Residual Certificate and (C) not to Transfer its Ownership Interest
           in a Residual Certificate or to cause the Transfer of an Ownership
           Interest in a Residual Certificate to any other Person if it has
           actual knowledge that such Person is not a Permitted Transferee.

      (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 and Transferor Certificate. 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.

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<PAGE>

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

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

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

      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

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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.

      SECTION 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.

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

      SECTION 5.04. Persons Deemed Owners.

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

      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

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

      SECTION 5.06. Maintenance of Office or Agency.

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

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                                  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 and Others.

      None of the Depositor, the Master Servicer or any Seller or any of the
directors, officers, employees or agents of the Depositor, the Master Servicer
or any Seller shall be under any liability to the Certificateholders for any
action taken or for refraining from the taking of any action in good faith
pursuant to this Agreement, or for errors in judgment; provided, however, that
this provision shall not protect the Depositor, the Master Servicer, any
Seller or any such Person against any breach of representations or warranties
made by it in this Agreement or

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

      SECTION 6.04. Limitation on Resignation of Master Servicer.

      The Master Servicer shall not resign from the obligations and duties
hereby imposed on it except (a) upon appointment of a successor servicer and
receipt by the Trustee of a letter from each Rating Agency that such a
resignation and appointment will not result in a downgrade or withdrawal of
the rating of any of the Certificates or (b) upon determination that its
duties hereunder are no longer permissible under applicable law. Any such
determination under clause (b) permitting the resignation of the Master
Servicer shall be evidenced by an Opinion of Counsel to such effect delivered
to the Trustee. No such resignation shall become effective until the Trustee
or a successor master servicer shall have assumed the Master Servicer's
responsibilities, duties, liabilities 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 any 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.

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                                  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 or the Depositor or to the Master Servicer and the Trustee
           by the Holders of Certificates having not less than 25% of the
           Voting Rights evidenced by the Certificates; or

      (ii) any failure by the Master Servicer to observe or perform in any
           material respect any other of the covenants or agreements on the
           part of the Master Servicer contained in this Agreement (except
           with respect to a failure related to a Limited Exchange Act
           Reporting Obligation), which failure materially affects the rights
           of Certificateholders, that failure continues unremedied for a
           period of 60 days after the date on which written notice of such
           failure shall have been given to the Master Servicer by the Trustee
           or the Depositor, or to the Master Servicer and the Trustee by the
           Holders of Certificates evidencing not less than 25% of the Voting
           Rights evidenced by the Certificates; provided, however, that the
           sixty day cure period shall not apply to the initial delivery of
           the Mortgage File for Delay Delivery Mortgage Loans or the failure
           to substitute or repurchase in lieu of delivery; or

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

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

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

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

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      If (a) 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 (b) 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 (i) 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 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.

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      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, appoint, or petition a court of competent
jurisdiction to appoint, any established mortgage loan servicing institution
the appointment of which does not adversely affect the then current rating of
the Certificates by each Rating Agency as the successor to the Master Servicer
hereunder in the assumption of all or any part of the responsibilities, duties
or liabilities of the Master Servicer hereunder. Any successor to the Master
Servicer shall be an institution which is a FNMA and FHLMC approved
seller/servicer in good standing, which has a net worth of at least
$15,000,000, and which is willing to service the Mortgage Loans and (i)
executes and delivers to the Depositor and the Trustee an agreement accepting
such delegation and assignment, which contains an assumption by such Person of
the rights, powers, duties, responsibilities, obligations and liabilities of
the Master Servicer (other than liabilities of the Master Servicer under
Section 6.03 incurred prior to termination of the Master Servicer under
Section 7.01), with like effect as if originally named as a party to this
Agreement; and provided further that each Rating Agency acknowledges that its
rating of the Certificates in effect immediately prior to such assignment and
delegation will not be qualified or reduced as a result of such assignment and
delegation and (ii) provides to the Depositor in writing fifteen days prior to
the effective date of such appointment and in form and substance reasonably
satisfactory to the Depositor, all information reasonably requested by the
Depositor in order to comply with its reporting obligation under Item 6.02 of
Form 8-K with respect to a replacement master servicer. The Trustee shall
provide written notice to the Depositor of such successor pursuant to this
Section. Pending appointment of a successor to the Master Servicer hereunder,
the Trustee, unless the Trustee is prohibited by law from so acting, shall,
subject to Section 3.04, 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

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other successor master servicer shall be deemed to be in default hereunder by
reason of any failure to make, or any delay in making, any distribution
hereunder or any portion thereof or any failure to perform, or any delay in
performing, any duties or responsibilities hereunder, in either case caused by
the failure of the Master Servicer to deliver or provide, or any delay in
delivering or providing, any cash, information, documents or records to it.

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

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

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           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.

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

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

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

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

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

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

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

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

      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(R) 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

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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.

      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

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order to comply with its reporting obligation under Item 6.02 of Form 8-K with
respect to the resignation of the Trustee.

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

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

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      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 and its appointment
shall not adversely affect the then current rating 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 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 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 under this Section
shall be required to meet the terms of eligibility as a successor trustee
under Section 8.06 and no

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notice to Certificateholders of the appointment of any co-trustee or separate
trustee shall be required under Section 8.08.

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

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

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

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

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

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

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

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properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.

      SECTION 8.11. Tax Matters.

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

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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.

      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, omissions 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 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 pursuant to sections 23153
and 24874 of the California Revenue and Taxation Code, if not paid as
otherwise provided for in this Agreement, 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).

      SECTION 8.12. Monitoring of Significance Percentage.

      [Reserved].

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                                  ARTICLE IX
                                  TERMINATION

      SECTION 9.01. Termination upon Liquidation or Purchase of all Mortgage
Loans.

      Subject to Section 9.03, the obligations and responsibilities of the
Depositor, the Sellers, the Master Servicer and the Trustee created hereby
with respect to the Trust Fund shall terminate upon the earlier of (a) the
purchase by the Master Servicer of all Mortgage Loans (and REO Properties)
remaining in the Trust Fund at the price equal to the sum of (i) 100% of the
Stated Principal Balance of each Mortgage Loan plus one month's accrued
interest thereon at the applicable Adjusted Mortgage Rate, (ii) the lesser of
(x) the appraised value of any REO Property as determined by the higher of two
appraisals completed by two independent appraisers selected by the Master
Servicer at the expense of the Master Servicer and (y) the Stated Principal
Balance of each Mortgage Loan related to any REO Property, and (iii) any
remaining unpaid costs and damages incurred by the Trust Fund that arises out
of a violation of any predatory or abusive lending law that also constitutes
an actual breach of clause (49) on Schedule III-A, in all cases plus accrued
and unpaid interest thereon at the applicable Adjusted Mortgage Rate and (b)
the later of (i) the maturity or other liquidation (or any Advance with
respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the
disposition of all REO Property and (ii) the distribution to
Certificateholders of all amounts required to be distributed to them pursuant
to this Agreement. In no event shall the trusts created hereby continue beyond
the earlier of (i) the expiration of 21 years from the death of the survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the Court of St. James's, living on the date of this Agreement and
(ii) the Latest Possible Maturity Date.

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

      SECTION 9.02. Final Distribution on the Certificates.

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

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

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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 Master Servicer will give such notice to each Rating Agency at
the time such notice is given to Certificateholders.

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

      Upon presentation and surrender of the Certificates, the Trustee shall
cause to be distributed to the Certificateholders of each Class, in each case
on the final Distribution Date and in the order set forth in Section 4.02, 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
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, 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.

      SECTION 9.03. Additional Termination Requirements.

      (a) In the event the Master Servicer exercises its purchase option as
provided in Section 9.01, the Trust Fund shall be terminated in accordance
with the following additional requirements, unless the Trustee has been
supplied with an Opinion of Counsel, at the expense of the Master Servicer, to
the effect that the failure to comply with the requirements of this Section
9.03 will not (i) result in the imposition of taxes on "prohibited
transactions" on any

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REMIC as defined in section 860F of the Code, or (ii) cause any REMIC to fail
to qualify as a REMIC at any time that any Certificates are outstanding:

                        (1) Within 90 days prior to the final Distribution
      Date set forth in the notice given by the Master Servicer under
      Section 9.02, the Master Servicer shall prepare and the Trustee, at
      the expense of the "tax matters person," shall adopt a plan of
      complete liquidation within the meaning of section 860F(a)(4) of the
      Code which, as evidenced by an Opinion of Counsel (which opinion
      shall not be an expense of the Trustee or the Tax Matters Person),
      meets the requirements of a qualified liquidation; and

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

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

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

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                                   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 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

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in any manner the rights of the Holders of Certificates; provided, however,
that no such amendment shall (i) reduce in any manner the amount of, or delay
the timing of, payments required to be distributed on any Certificate without
the consent of the Holder of such Certificate, (ii) adversely affect in any
material respect the interests of the Holders of any Class of Certificates in
a manner other than as described in (i), without the consent of the Holders of
Certificates of such Class evidencing, as to such Class, Percentage Interests
aggregating 66-2/3%, or (iii) reduce the aforesaid percentages of Certificates
the Holders of which are required to consent to any such amendment, without
the consent of the Holders of all such Certificates then outstanding.

      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.

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      SECTION 10.03. Governing Law.

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

      SECTION 10.04. Intention of Parties.

      (a) It is the express intent of the parties hereto that the conveyance
of the (i) Mortgage Loans by the Sellers to the Depositor and (ii) Trust Fund
by the Depositor to the Trustee each be, and be construed as, an absolute sale
thereof to the Trustee. It is, further, not the intention of the 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 or any Supplemental Transfer Agreement is held or
deemed to create a security interest in either such assets, then (i) this
Agreement or any Supplemental Transfer 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 or any Supplemental
Transfer Agreement shall be deemed to be an assignment and a grant pursuant to
the terms of this Agreement (a) by each Seller to the Depositor or (b) 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.

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<PAGE>

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

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

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

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

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

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<PAGE>

      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.

      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, 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-HY2, or such other address as the Trustee may
hereafter furnish to the Depositor or Master Servicer and (h) 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

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<PAGE>

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.

      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
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 to this Agreement 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.

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<PAGE>

      SECTION 10.09. Inspection and Audit Rights.

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

      SECTION 10.10. Certificates Nonassessable and Fully Paid.

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

      SECTION 10.11. [Reserved].

      SECTION 10.12. Protection of Assets.

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

       (i) borrow money or issue debt;

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

      (iii) engage in any business or activities.

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

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<PAGE>

                                  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

                                     114
<PAGE>

by the Master Servicer) as is reasonably required to facilitate preparation of
distribution reports in accordance with Item 1121 of Regulation AB. Such
information shall be provided concurrently with the delivery of the reports
specified in Section 4.06(c) in the case of the Master Servicer and the
Monthly Statement in the case of the Trustee, commencing with the first such
report due not less than five Business Days following such request.

      (c) The Trustee shall not have any responsibility to file any items
(other than those generated by it) that have not been received in a format
suitable (or readily convertible into a format suitable) for electronic filing
via the EDGAR system and shall not have any responsibility to convert any such
items to such format (other than those items generated by it or that are
readily convertible to such format). The Trustee shall have no liability to
the Certificateholders, the Trust Fund, the Master Servicer or the Depositor
with respect to any failure to properly prepare or file any of Form 10-D to
the extent that such failure is not the result of any negligence, bad faith or
willful misconduct on its part.

      SECTION 11.03. Form 8-K Filings.

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

      SECTION 11.04. Form 10-K Filings.

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

            If the Item 1119 Parties listed on Exhibit T 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 T 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

                                     115
<PAGE>

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.

      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 R-1 (in
the case of a Subservicer or any Reporting Subcontractor of the Master
Servicer or a Subservicer) and Exhibit R-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.

                                     116
<PAGE>

      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 S 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 to 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

                                     117
<PAGE>

           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.

      (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 S 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, any Subservicer), specifying (i) the identity of
each such Subcontractor, (ii) which (if

                                     118
<PAGE>

any) of such Subcontractors are "participating in the servicing function"
within the meaning of Item 1122 of Regulation AB, and (iii) which elements of
the Servicing Criteria will be addressed in assessments of compliance provided
by each Subcontractor identified pursuant to clause (ii) of this paragraph.

      As a condition to the utilization of any Subcontractor determined to be
a Reporting Subcontractor, the Master Servicer or the Trustee, as applicable,
shall cause any such Subcontractor used by such Person (or in the case of the
Master Servicer, 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. The Master
Servicer or the Trustee, as applicable, shall be responsible for obtaining
from each Subcontractor and delivering to the Depositor and the Master
Servicer, any assessment of compliance and attestation required to be
delivered by such Subcontractor under Section 11.05 and Section 11.07, in each
case as and when required to be delivered.

      SECTION 11.09. Amendments.

            In the event the parties to this Agreement desire to further
clarify or amend any provision of this Article XI, this Agreement shall be
amended to reflect the new agreement between the parties covering matters in
this Article XI pursuant to Section 10.01, which amendment shall not require
any Opinion of Counsel or Rating Agency confirmations or the consent of any
Certificateholder. If, during the period that the Depositor is required to
file Exchange Act Reports with respect to the Trust Fund, the Master Servicer
is no longer an Affiliate of the Depositor, the Depositor shall assume the
obligations and responsibilities of the Master Servicer in this Article XI
with respect to the preparation and filing of the Exchange Act Reports and/or
acting as the Certifying Person, if the Depositor has received indemnity from
such successor Master Servicer satisfactory to the Depositor, and such Master
Servicer has agreed to provide a Sarbanes-Oxley Certification to the Depositor
substantially in the form of Exhibit U, 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.


                            *  *  *  *  *  *

                                     119
<PAGE>

      IN WITNESS WHEREOF, the Depositor, the Trustee, the Sellers and the
Master Servicer have caused their names to be signed hereto by their
respective officers thereunto duly authorized as of the day and year first
above written.

                            CWALT, INC.,
                              as Depositor


                            By:  /s/ Michael Schloessmann
                                 ---------------------------------------------
                                 Name:   Michael Schloessmann
                                 Title:  Vice President

                            THE BANK OF NEW YORK,
                              as Trustee


                            By:  /s/ Maria Tokarz
                                 ---------------------------------------------
                                 Name:   Maria Tokarz
                                 Title:  Assistant Treasurer


                            COUNTRYWIDE HOME LOANS, INC.,
                              as a Seller


                            By:  /s/ Michael Schloessmann
                                 ---------------------------------------------
                                 Name:   Michael Schloessmann
                                 Title:  Senior Vice President


                            PARK GRANADA LLC,
                              as a Seller


                            By:  /s/ Michael Schloessmann
                                 ---------------------------------------------
                                 Name:   Michael Schloessmann
                                 Title:  Assistant Vice President


                            COUNTRYWIDE HOME LOANS SERVICING LP,
                              as Master Servicer


                            By: COUNTRYWIDE GP, INC.


                            By:  /s/ Michael Schloessmann
                                 ---------------------------------------------
                                 Name:   Michael Schloessmann
                                 Title:  Senior Vice President

                                     120
<PAGE>

                            PARK SIENNA LLC,
                              as a Seller


                            By:  /s/ Michael Schloessmann
                                 ---------------------------------------------
                                 Name:   Michael Schloessmann
                                 Title:  Assistant Vice President


                            PARK MONACO INC.,
                              as a Seller


                            By:   /s/ Michael Schloessmann
                                 ---------------------------------------------
                                 Name:   Michael Schloessmann
                                 Title:  Vice President

                                     121
<PAGE>

                            Acknowledged solely with respect to its obligations
                            under Section 4.01(b)


                            THE BANK OF NEW YORK, in its individual capacity


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

                                     122
<PAGE>

                                  SCHEDULE I
                            Mortgage Loan Schedule
                       [Delivered at Closing to Trustee]

                                    S-I-1
<PAGE>

                                 SCHEDULE II-A

                                  CWALT, Inc.

                      Mortgage Pass-Through Certificates

                                Series 2007-HY2

                 Representations and Warranties of Countrywide
                 ---------------------------------------------

         Countrywide Home Loans, Inc. ("Countrywide") hereby makes the
representations and warranties set forth in this Schedule II-A to the
Depositor, the Master Servicer and the Trustee, as of the Closing Date.
Capitalized terms used but not otherwise defined in this Schedule II-A shall
have the meanings ascribed thereto in the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement") relating to the above-referenced Series,
among Countrywide, as a seller, Park Granada LLC, as a seller, Park Monaco
Inc., as a seller, Park Sienna LLC, as a seller, 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 and each Supplemental Transfer
         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
         each Supplemental Transfer 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
         each Supplemental Transfer Agreement; and the Pooling and Servicing
         Agreement and each Supplemental Transfer 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 and each Supplemental Transfer Agreement by
         Countrywide, the sale of the Countrywide

                                   S-II-A-1
<PAGE>

         Mortgage Loans by Countrywide under the Pooling and Servicing
         Agreement and each Supplemental Transfer 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.

                           (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
<PAGE>

                                 SCHEDULE II-B

                                  CWALT, Inc.

                      Mortgage Pass-Through Certificates

                                Series 2007-HY2

                Representations and Warranties of Park Granada
                ----------------------------------------------

         Park Granada LLC ("Park Granada") and Countrywide Home Loans, Inc.
("Countrywide"), each hereby makes the representations and warranties set
forth in this Schedule II-B to the Depositor, the Master Servicer and the
Trustee, as of the Closing Date. Capitalized terms used but not otherwise
defined in this Schedule II-B shall have the meanings ascribed thereto in the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement")
relating to the above-referenced Series, among Park Granada, as a seller, Park
Monaco Inc., as a seller, Park Sienna LLC, as a seller, Countrywide, as a
seller, Countrywide Home Loans Servicing LP, as master servicer, CWALT, Inc.,
as depositor, and The Bank of New York, as trustee.

         (1) Park Granada is a limited liability company duly formed and
validly existing and in good standing under the laws of the State of Delaware.

         (2) Park Granada has the full corporate power and authority to sell
each Park Granada Mortgage Loan, and to execute, deliver and perform, and to
enter into and consummate the transactions contemplated by the Pooling and
Servicing Agreement and each Supplemental Transfer 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
each Supplemental Transfer Agreement; and the Pooling and Servicing Agreement
and each Supplemental Transfer 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
and each Supplemental Transfer Agreement by Park Granada, the sale of the Park
Granada Mortgage Loans by Park Granada under the Pooling and Servicing
Agreement and each Supplemental Transfer 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

                                   S-II-B-1
<PAGE>

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.

         (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
<PAGE>

                                 SCHEDULE II-C

                                  CWALT, Inc.

                      Mortgage Pass-Through Certificates

                                Series 2007-HY2

                 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 each Supplemental Transfer 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
each Supplemental Transfer Agreement; and the Pooling and Servicing Agreement
and each Supplemental Transfer 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
and each Supplemental Transfer Agreement by Park Monaco, the sale of the Park
Monaco Mortgage Loans by Park Monaco under the Pooling and Servicing Agreement
and each Supplemental Transfer 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 bylaws 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,

                                   S-II-C-1
<PAGE>

administrative agency or governmental body having jurisdiction over Park
Monaco; and Park Monaco is not in breach or violation of any material
indenture or other material agreement or instrument, or in violation of any
statute, order or regulation of any court, regulatory body, administrative
agency or governmental body having jurisdiction over it which breach or
violation may materially impair Park Monaco's ability to perform or meet any
of its obligations under the Pooling and Servicing Agreement.

         (4) No litigation is pending or, to the best of Park Monaco's
knowledge, threatened, against Park Monaco that would materially and adversely
affect the execution, delivery or enforceability 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
<PAGE>

                                 SCHEDULE II-D

                                  CWALT, Inc.

                      Mortgage Pass-Through Certificates

                                Series 2007-HY2

                 Representations and Warranties of Park Sienna
                 ---------------------------------------------

         Park Sienna LLC ("Park Sienna") and Countrywide Home Loans, Inc.
("Countrywide"), each hereby makes the representations and warranties set
forth in this Schedule II-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-D shall have the meanings ascribed thereto in the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement")
relating to the above-referenced Series, among Park Sienna, as a seller, Park
Monaco Inc, as a seller, Park Granada LLC, as a seller, Countrywide, as a
seller, Countrywide Home Loans Servicing LP, as master servicer, CWALT, Inc.,
as depositor, and The Bank of New York, as trustee.

         (1) Park 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 each Supplemental Transfer 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
each Supplemental Transfer Agreement; and the Pooling and Servicing Agreement
and each Supplemental Transfer 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
and each Supplemental Transfer Agreement by Park Sienna, the sale of the Park
Sienna Mortgage Loans by Park Sienna under the Pooling and Servicing Agreement
and each Supplemental Transfer 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

                                   S-II-D-1
<PAGE>

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.

         (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
<PAGE>

                                SCHEDULE III-A

                                  CWALT, Inc.

                      Mortgage Pass-Through Certificates

                                Series 2007-HY2

 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
Initial Mortgage Loans as of the Closing Date, or if so specified herein, as
of the Initial Cut-off Date, and with respect to all of the Supplemental
Mortgage Loans as of the related Supplemental Transfer Date or if so specified
herein, as of the related Supplemental Cut-off Date. Capitalized terms used
but not otherwise defined in this Schedule III-A shall have the meanings
ascribed thereto in the Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement") relating to the above-referenced Series, among
Countrywide, as a seller, Park Granada LLC, as a seller, Park Monaco Inc., as
a seller, Park Sienna LLC, as a seller, Countrywide Home Loans Servicing LP,
as master servicer, CWALT, Inc., as depositor, and The Bank of New York, as
trustee.

         (1) The information set forth on Schedule I to the Pooling and
Servicing Agreement with respect to each Mortgage Loan is true and correct in
all material respects.

         (2) As of the Initial Cut-off Date, none of the Initial Mortgage
Loans are currently 30 days or more delinquent; as of any Supplemental Cut-off
Date, none of the related Supplemental Mortgage Loans are 30 days or more
delinquent.

         (3) No Initial 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
<PAGE>

         (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) 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) 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 an adjustable
rate rider, 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) Each Mortgage Loan was originated (within the meaning of Section
3(a)(41) of the Securities Exchange Act of 1934, as amended) by an entity that
satisfied at the time of origination the requirements of Section 3(a)(41) of
the Securities Exchange Act of 1934, as amended.

         (14) To the best of Countrywide's knowledge, all of the improvements
which were included for the purpose of determining the Appraised Value of the
Mortgaged Property lie wholly within the boundaries and building restriction
lines of such property, and no improvements on adjoining properties encroach
upon the Mortgaged Property.

                                  S-III-A-2
<PAGE>

         (15) To the best of Countrywide's knowledge, no improvement located
on or being part of the Mortgaged Property is in violation of any applicable
zoning law or regulation. To the best of Countrywide's knowledge, all
inspections, licenses and certificates required to be made or issued with
respect to all occupied portions of the Mortgaged Property and, with respect
to the use and occupancy of the same, including but not limited to
certificates of occupancy and fire underwriting certificates, have been made
or obtained from the appropriate authorities, unless the lack thereof would
not have a material adverse effect on the value of such Mortgaged Property,
and the Mortgaged Property is lawfully occupied under applicable law.

         (16) Each Mortgage Note and the related Mortgage are genuine, and
each is the legal, valid and binding obligation of the maker thereof,
enforceable in accordance with its terms and under applicable law. To the best
of Countrywide's knowledge, all parties to the Mortgage Note and the Mortgage
had legal capacity to execute the Mortgage Note and the Mortgage and each
Mortgage Note and Mortgage have been duly and properly executed by such
parties.

         (17) The proceeds of the Mortgage Loans have been fully disbursed,
there is no requirement for future advances thereunder and any and all
requirements as to completion of any on-site or off-site improvements and as
to disbursements of any escrow funds therefor have been complied with. All
costs, fees and expenses incurred in making, or closing or recording the
Mortgage Loans were paid.

         (18) The related Mortgage contains customary and enforceable
provisions which render the rights and remedies of the holder thereof adequate
for the realization against the Mortgaged Property of the benefits of the
security, including, (i) in the case of a Mortgage designated as a deed of
trust, by trustee's sale, and (ii) otherwise by judicial foreclosure.

         (19) With respect to each Mortgage constituting a deed of trust, a
trustee, duly qualified under applicable law to serve as such, has been
properly designated and currently so serves and is named in such Mortgage, and
no fees or expenses are or will become payable by the Certificateholders to
the trustee under the deed of trust, except in connection with a trustee's
sale after default by the Mortgagor.

         (20) Each Mortgage Note and each Mortgage is in substantially one of
the forms acceptable to FNMA or FHLMC, with such riders as have been
acceptable to FNMA or FHLMC, as the case may be.

         (21) There exist no deficiencies with respect to escrow deposits and
payments, if such are required, for which customary arrangements for repayment
thereof have not been made, and no escrow deposits or payments of other
charges or payments due Countrywide have been capitalized under the Mortgage
or the related Mortgage Note.

         (22) The origination, underwriting and collection practices used by
Countrywide with respect to each Mortgage Loan have been in all respects
legal, prudent and customary in the mortgage lending and servicing business.

         (23) There is no pledged account or other security other than real
estate securing the Mortgagor's obligations.

                                  S-III-A-3
<PAGE>

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

         (25) Each Mortgage Loan contains a customary "due on sale" clause.

         (26) As of the Closing Date, approximately 40.47% and 34.99% of the
Initial Mortgage Loans in Loan Groups 1 and 2, respectively, by aggregate
Stated Principal Balance of the respective Loan Group as of the Initial
Cut-off Date, provide for a prepayment charge.

         (27) 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 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 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.

         (28) As of the Closing Date, the improvements upon each Mortgaged
Property are covered by a valid and existing hazard insurance policy with a
generally acceptable carrier that provides for fire and extended coverage and
coverage for such other hazards as are customary in the area where the
Mortgaged Property is located in an amount which is at least equal to the
lesser of (i) the maximum insurable value of the improvements securing such
Mortgage Loan or (ii) the greater of (a) the outstanding principal balance of
the Mortgage Loan and (b) an amount such that the proceeds of such policy
shall be sufficient to prevent the Mortgagor and/or the mortgagee from
becoming a co-insurer. If the Mortgaged Property is a condominium unit, it is
included under the coverage afforded by a blanket policy for the condominium
unit. All such individual insurance policies and all flood policies referred
to in item (29) below contain a standard mortgagee clause naming Countrywide
or the original mortgagee, and its successors in interest, as mortgagee, and
Countrywide has received no notice that any premiums due and payable thereon
have not been paid; the Mortgage obligates the Mortgagor thereunder to
maintain all such insurance including flood insurance at the Mortgagor's cost
and expense, and upon the Mortgagor's failure to do so, authorizes the holder
of the Mortgage to obtain and maintain such insurance at the Mortgagor's cost
and expense and to seek reimbursement therefor from the Mortgagor.

                                  S-III-A-4
<PAGE>

         (29) If the Mortgaged Property is in an area identified in the
Federal Register by the Federal Emergency Management Agency as having special
flood hazards, a flood insurance policy in a form meeting the requirements of
the current guidelines of the Flood Insurance Administration is in effect with
respect to such Mortgaged Property with a generally acceptable carrier in an
amount representing coverage not less than the least of (A) the original
outstanding principal balance of the Mortgage Loan, (B) the minimum amount
required to compensate for damage or loss on a replacement cost basis, or (C)
the maximum amount of insurance that is available under the Flood Disaster
Protection Act of 1973, as amended.

         (30) To the best of Countrywide's knowledge, there is no proceeding
occurring, pending or threatened for the total or partial condemnation of the
Mortgaged Property.

         (31) There is no material monetary default existing under any
Mortgage or the related Mortgage Note and, to the best of Countrywide's
knowledge, there is no material event which, with the passage of time or with
notice and the expiration of any grace or cure period, would constitute a
default, breach, violation or event of acceleration under the Mortgage or the
related Mortgage Note; and Countrywide has not waived any default, breach,
violation or event of acceleration.

         (32) Each Mortgaged Property is improved by a one- to four-family
residential dwelling including condominium units and dwelling units in PUDs,
which, to the best of Countrywide's knowledge, does not include cooperatives
or mobile homes and does not constitute other than real property under state
law.

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

         (34) Any future advances made prior to the Cut-off Date have been
consolidated with the outstanding principal amount secured by the Mortgage,
and the secured principal amount, as consolidated, bears a single interest
rate and single repayment term reflected on the Mortgage Loan Schedule. The
consolidated principal amount does not exceed the original principal amount of
the Mortgage Loan. The Mortgage Note does not permit or obligate the Master
Servicer to make future advances to the Mortgagor at the option of the
Mortgagor.

         (35) All taxes, governmental assessments, insurance premiums, water,
sewer and municipal charges, leasehold payments or ground rents which
previously became due and owing have been paid, or an escrow of funds has been
established in an amount sufficient to pay for every such item which remains
unpaid and which has been assessed, but is not yet due and payable. Except for
(A) payments in the nature of escrow payments, and (B) interest accruing from
the date of the Mortgage Note or date of disbursement of the Mortgage
proceeds, whichever is later, to the day which precedes by one month the Due
Date of the first installment of principal and interest, including without
limitation, taxes and insurance payments, the Master Servicer has not advanced
funds, or induced, solicited or knowingly received any advance of funds by a
party other than the Mortgagor, directly or indirectly, for the payment of any
amount required by the Mortgage.

         (36) Each Mortgage Loan was underwritten in all material respects in
accordance with the underwriting guidelines described in the Prospectus
Supplement.

                                  S-III-A-5
<PAGE>

         (37) 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.

         (38) None of the Mortgage Loans are graduated payment mortgage loans
or growing equity mortgage loans, and none of the Mortgage Loans are subject
to a buydown or similar arrangement.

         (39) 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.

         (40) 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.

         (41) Except for approximately 2.16% and 1.66% of the Initial Mortgage
Loans in Loan Groups 1 and 2, respectively, by aggregate Stated Principal
Balance of the respective Loan Group as of the Initial Cut-off Date, each
Mortgage Loan transferred and assigned to the Trustee on the Closing Date has
a payment date on or before the Due Date in the month of the first
Distribution Date.

         (42) With respect to any Mortgage Loan as to which an affidavit has
been delivered to the Trustee certifying that the original Mortgage Note is a
Lost Mortgage Note, if such Mortgage Loan is subsequently in default, the
enforcement of such Mortgage Loan or of the related Mortgage by or on behalf
of the Trustee will not be materially adversely affected by the absence of the
original Mortgage Note. A "Lost Mortgage Note" is a Mortgage Note the original
of which was permanently lost or destroyed and has not been replaced.

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

         (44) No Mortgage Loan originated on or after October 1, 2002 through
March 6, 2003 is governed by the Georgia Fair Lending Act.

         (45) None of the Mortgage Loans are "high cost" loans as defined by
applicable predatory and abusive lending laws.

         (46) None of the Mortgage Loans are covered by the Home Ownership and
Equity Protection Act of 1994 ("HOEPA").

                                  S-III-A-6
<PAGE>

         (47) 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.).

         (48) 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.
ss.ss. 58-21a-1 et seq.).

         (49) 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.

         (50) No Mortgage Loan is a High Cost Loan or Covered Loan, as
applicable, and with respect to the foregoing, the terms "High Cost Loan" and
"Covered Loan" have the meaning assigned to them in the then current Standard
& Poor's LEVELS(R) Version 5.7 Glossary Revised, Appendix E which is attached
hereto as Exhibit O (the "Glossary") where (x) a "High Cost Loan" is each loan
identified in the column "Category under applicable anti-predatory lending
law" of the table entitled "Standard & Poor's High Cost Loan Categorization"
in the Glossary as each such loan is defined in the applicable anti-predatory
lending law of the State or jurisdiction specified in such table and (y) a
"Covered Loan" is each loan identified in the column "Category under
applicable anti-predatory lending law" of the table entitled "Standard &
Poor's Covered Loan Categorization" in the Glossary as each such loan is
defined in the applicable anti-predatory lending law of the State or
jurisdiction specified in such table.

         (51) (a) Each Mortgage Loan at the time it was made complied in all
material respects with applicable local, state, and federal laws, including,
but not limited to, all applicable predatory, abusive and fair lending laws;

                  (b) No Mortgage Loan is covered by the Home Ownership and
         Equity Protection Act of 1994 ("HOEPA");

                  (c) As part of the due diligence process relating to the
         Certificates, Countrywide reviewed a statistically significant
         sampling of 150 mortgage loans proposed for inclusion in the Trust
         Fund and confirmed the following: None of the mortgage loans sampled
         exceeded the thresholds set by HOEPA and its implementing
         regulations, including 12 CFR ss. 226.32(a)(1)(i). Countrywide
         confirms that (a) the mortgage loans sampled include refinance and
         purchase money mortgage loans; (b) the sampling was done using
         methodology ordinarily and customarily used by underwriters of
         residential mortgage-backed securities to diligence pools of
         residential mortgage loans, and (c) it is not aware of any mortgage
         loans that were not sampled that exceed the thresholds set by HOEPA;

                  (d) There is no Mortgage Loan that was originated on or
         after October 1, 2002 and before March 7, 2003 which is secured by
         property located in the State of Georgia;

                  (v) No Mortgage Loan is a "high cost home," "covered"
         (excluding home loans defined as "covered home loans" in the New
         Jersey Home Ownership Security Act of 2002 that were originated
         between November 26, 2003 and July 7, 2004), "high risk home" or
         "predatory" loan under any applicable state, federal or local law (or
         a similarly classified loan using different terminology under a law
         imposing heightened regulatory

                                  S-III-A-7
<PAGE>

         scrutiny or additional legal liability for residential mortgage loans
         having high interest rates, points and/or fees);

                  (vi) No borrower with respect to a Mortgage Loan obtained a
         prepaid single-premium credit life, credit disability, credit
         unemployment or credit property insurance policy in connection with
         the origination of the Mortgage Loan;

                  (vii) With respect to any Mortgage Loan 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 (e.g., a rate or fee reduction) in exchange for accepting
         such prepayment penalty; (b) prior to the Mortgage Loan's
         origination, the borrower was offered 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) no such Mortgage Loan
         originated on or after October 1, 2002 will provide for prepayment
         penalties for a term in excess of three years, and any such Mortgage
         Loan originated prior to such date will not provide for prepayment
         penalties 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
         shall 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;

                  (viii) With respect to each Mortgage Loan, the borrower was
         not encouraged or required to select a mortgage loan product offered
         by the Mortgage Loan's originator which is a higher cost product
         designed for less creditworthy borrowers, taking into account such
         facts as, without limitation, the Mortgage Loan's requirements and
         the borrower's credit history, income, assets and liabilities;

                  (ix) The methodology used in underwriting the extension of
         credit for each Mortgage Loan did not rely solely on the extent of
         the borrower's equity in the collateral as the principal determining
         factor in approving such extension of credit. The methodology
         employed objective criteria such as the borrower's income, assets and
         liabilities, to the proposed mortgage payment and, based on such
         methodology, the Mortgage Loan's originator made a reasonable
         determination that at the time of origination the borrower had the
         ability to make timely payments on the Mortgage Loan;

                  (x) No borrower under a Mortgage Loan 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 (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



                                  S-III-A-8
<PAGE>

         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, which miscellaneous fees and
         charges, in total, do not exceed 0.25 percent of the loan amount;

                  (xi) With respect to any Mortgage Loan originated on or
         after August 1, 2004, 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; and

                  (xii) Each Mortgage Loan had an original principal balance
         that conforms to Freddie Mac guidelines concerning original principal
         balance limits at the time of the origination of such mortgage loan.

                                  S-III-A-9
<PAGE>

                                SCHEDULE III-B

                                  CWALT, Inc.

                      Mortgage Pass-Through Certificates

                                Series 2007-HY2

      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 that are Initial Mortgage Loans as of the Closing
Date, and with respect to Countrywide Mortgage Loans that are Supplemental
Mortgage Loans, as of the related Supplemental Transfer 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
<PAGE>

                                SCHEDULE III-C

                                  CWALT, Inc.

                      Mortgage Pass-Through Certificates

                                Series 2007-HY2

           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 that
are Initial Mortgage Loans as of the Closing Date, and with respect to Park
Granada Mortgage Loans that are Supplemental Mortgage Loans, as of the related
Supplemental Transfer Date. Capitalized terms used but not otherwise defined
in this Schedule III-C shall have the meanings ascribed thereto in the Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement") relating to
the above-referenced Series, among Countrywide Home Loans, Inc., as a seller,
Park Granada, as a seller, Park Monaco Inc., as a seller, Park Sienna LLC, as
a seller, Countrywide Home Loans Servicing LP, as master servicer, CWALT,
Inc., as depositor, and The Bank of New York, as trustee.

         (1) Immediately prior to the assignment of each Park Granada Mortgage
Loan to the Depositor, Park Granada had good title to, and was the sole owner
of, such Park Granada Mortgage Loan free and clear of any pledge, lien,
encumbrance or security interest and had full right and authority, subject to
no interest or participation of, or agreement with, any other party, to sell
and assign the same pursuant to the Pooling and Servicing Agreement.

                                  S-III-C-1
<PAGE>

                                SCHEDULE III-D

                                  CWALT, Inc.

                      Mortgage Pass-Through Certificates

                                Series 2007-HY2

            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 that
are Initial Mortgage Loans as of the Closing Date, and with respect to Park
Monaco Mortgage Loans that are Supplemental Mortgage Loans, as of the related
Supplemental Transfer 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
<PAGE>

                                SCHEDULE III-E

                                  CWALT, Inc.

                      Mortgage Pass-Through Certificates

                                Series 2007-HY2

            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 that
are Initial Mortgage Loans as of the Closing Date, and with respect to Park
Sienna Mortgage Loans that are Supplemental Mortgage Loans, as of the related
Supplemental Transfer Date. Capitalized terms used but not otherwise defined
in this Schedule III-E shall have the meanings ascribed thereto in the Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement") relating to
the above-referenced Series, among Countrywide Home Loans, Inc., as a seller,
Park Sienna, as a seller, Park Monaco Inc., as a seller, Park Granada LLC, as
a seller, Countrywide Home Loans Servicing LP, as master servicer, CWALT,
Inc., as depositor, and The Bank of New York, as trustee.

         (1) Immediately prior to the assignment of each Park Sienna Mortgage
Loan to the Depositor, Park Sienna had good title to, and was the sole owner
of, such Park Sienna Mortgage Loan free and clear of any pledge, lien,
encumbrance or security interest and had full right and authority, subject to
no interest or participation of, or agreement with, any other party, to sell
and assign the same pursuant to the Pooling and Servicing Agreement.

                                  S-III-E-1
<PAGE>

                                  SCHEDULE IV

                                  CWALT, Inc.

                      Mortgage Pass-Through Certificates

                                Series 2007-HY2

             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
Sienna LLC, as a seller, Park Monaco Inc., as a seller, Countrywide Home Loans
Servicing LP, as master servicer, CWALT, Inc., as depositor, and The Bank of
New York, as trustee.

         (1) 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

                                    S-IV-1
<PAGE>

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.

         (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.

         (8) Countrywide Servicing 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 to Equifax, Experian, and Trans Union
Credit Information Company (three of the credit repositories), on a monthly
basis.

                                    S-IV-2
<PAGE>

                                  SCHEDULE V

                          Principal Balance Schedules


             *[Attached to Prospectus Supplement, if applicable.]

                                    S-V-1
<PAGE>

<TABLE>
<CAPTION>
                                      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
--------------------------------------------------------------------------------------
<S>                       <C>                   <C>                 <C>        <C>
        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
======================================================================================
</TABLE>

                                        S-VI-1
<PAGE>

                                   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
<PAGE>

Certificate No.                          :

Cut-off Date                             :

First Distribution Date                  :

Initial Certificate Balance
of this Certificate
("Denomination")                         :        $

Initial Certificate Balance
of all Certificates of
this Class                               :        $

CUSIP                                    :

Interest Rate                            :

Maturity Date                            :

                                  CWALT, INC.
           Mortgage Pass-Through Certificates, Series 200____-____
                                   Class [ ]

         evidencing a percentage interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to a
         Trust Fund consisting primarily of a pool of conventional mortgage
         loans (the "Mortgage Loans") secured by first liens on one- to
         four-family residential properties

                           CWALT, Inc., as Depositor

      Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Balance at any time may be less
than the Certificate Balance as set forth herein. This Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Sellers, the Master Servicer or the Trustee referred to below
or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.

      This certifies that______________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
denomination of this Certificate by the aggregate Initial Certificate Balance
of all Certificates of the Class to which this Certificate belongs) in certain
monthly distributions with respect to a Trust Fund consisting primarily of the
Mortgage

                                     A-2
<PAGE>

Loans deposited by CWALT, Inc. (the "Depositor"). The Trust Fund was created
pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement") among the Depositor, Countrywide Home Loans,
Inc., as a seller ("CHL"), Park Granada LLC, as a seller ("Park Granada"),
Park Monaco Inc., as a seller ("Park Monaco"), and Park Sienna LLC, as a
seller ("Park Sienna" and, together with CHL, Park Granada and Park Monaco,
the "Sellers"), Countrywide Home Loans Servicing LP, as master servicer (the
"Master Servicer"), and The Bank of New York, as trustee (the "Trustee"). To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

      [Until this certificate has been the subject of an ERISA-Qualifying
Underwriting, no transfer of a Certificate of this Class shall be made unless
the Trustee shall have received either (i) a representation letter from the
transferee of such Certificate, acceptable to and in form and substance
satisfactory to the Trustee, to the effect that such transferee is not an
employee benefit plan subject to Section 406 of ERISA or a plan or arrangement
subject to Section 4975 of the Code, or a person acting on behalf of or
investing plan assets of any such benefit plan or arrangement, which
representation letter shall not be an expense of the Trustee, the Master
Servicer or the Trust Fund, or (ii) in the case of any such Certificate
presented for registration in the name of an employee benefit plan subject to
ERISA or a plan or arrangement subject to Section 4975 of the Code (or
comparable provisions of any subsequent enactments), a trustee of any such
benefit plan or arrangement or any other person acting on behalf of any such
benefit plan or arrangement, an Opinion of Counsel satisfactory to the Trustee
to the effect that the purchase and holding of such Certificate will not
result in a non-exempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code, and will not subject the Trustee or the Master
Servicer to any obligation in addition to those undertaken in the Agreement,
which Opinion of Counsel shall not be an expense of the Trustee, the Master
Servicer or the Trust Fund. Unless the transferee delivers the Opinion of
Counsel described above, such representation shall be deemed to have been made
to the Trustee by the Transferee's acceptance of a Certificate of this Class
and by a beneficial owner's acceptance of its interest in a Certificate of
this Class. Notwithstanding anything else to the contrary herein, until such
certificate has been the subject of an ERISA-Qualifying Underwriting, any
purported transfer of a Certificate of this Class to, or to a person investing
assets of, an employee benefit plan subject to ERISA or a plan or arrangement
subject to Section 4975 of the Code without the opinion of counsel
satisfactory to the Trustee as described above shall be void and of no
effect.]

      Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

      This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.

                                     * * *

                                     A-3
<PAGE>

         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
<PAGE>

                                   EXHIBIT B


                      [FORM OF SUBORDINATED CERTIFICATE]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE "CODE").

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES
AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

[NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS
THE TRANSFEREE DELIVERS TO THE TRUSTEE EITHER (A) A REPRESENTATION LETTER TO
THE EFFECT THAT (i) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), A
PLAN OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE CODE, OR A PERSON ACTING ON
BEHALF OF OR INVESTING THE ASSETS OF SUCH A BENEFIT PLAN OR ARRANGEMENT TO
EFFECT THE TRANSFER, OR (ii) IF SUCH CERTIFICATE HAS BEEN THE SUBJECT OF AN
ERISA-QUALIFYING UNDERWRITING AND THE TRANSFEREE IS AN INSURANCE COMPANY, A
REPRESENTATION THAT THE TRANSFEREE IS PURCHASING SUCH CERTIFICATE WITH FUNDS
CONTAINED IN AN "INSURANCE COMPANY GENERAL ACCOUNT" AS SUCH TERM IS DEFINED IN
SECTION V(e) OF PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60, AND THE

                                     B-1
<PAGE>


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
<PAGE>

Certificate No.   :

Cut-off Date                             :

First Distribution Date                  :

Initial Certificate Balance
of this Certificate
("Denomination")                         :        $

Initial Certificate Balance
of all Certificates of
this Class                               :        $

CUSIP                                    :

Interest Rate                            :

Maturity Date                            :

                                  CWALT, INC.
            Mortgage Pass-Through Certificates, Series 200____-____
                                   Class [ ]

         evidencing a percentage interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to a
         Trust Fund consisting primarily of a pool of conventional mortgage
         loans (the "Mortgage Loans") secured by first liens on one- to
         four-family residential properties

                           CWALT, Inc., as Depositor


      Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Balance at any time may be less
than the Certificate Balance as set forth herein. This Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Sellers, the Master Servicer or the Trustee referred to below
or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.

      This certifies that_____________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
denomination of this Certificate by the aggregate Initial Certificate Balance
of all Certificates of the Class to which this Certificate

                                     B-3
<PAGE>

belongs) in certain monthly distributions with respect to a Trust Fund
consisting primarily of the Mortgage Loans deposited by CWALT, Inc. (the
"Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as of the Cut-off Date specified above (the "Agreement") among
the Depositor, Countrywide Home Loans, Inc., as a seller ("CHL"), Park Granada
LLC, as a seller ("Park Granada"), Park Monaco Inc., as a seller ("Park
Monaco"), and Park Sienna LLC, as a seller ("Park Sienna" and, together with
CHL, Park Granada and Park Monaco, the "Sellers"), Countrywide Home Loans
Servicing LP, as master servicer (the "Master Servicer"), and The Bank of New
York, as trustee (the "Trustee"). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

      [No transfer of a Certificate of this Class shall be made unless such
transfer is made pursuant to an effective registration statement under the
Securities Act and any applicable state securities laws or is exempt from the
registration requirements under said Act and such laws. In the event that a
transfer is to be made in reliance upon an exemption from the Securities Act
and such laws, in order to assure compliance with the Securities Act and such
laws, the Certificateholder desiring to effect such transfer and such
Certificateholder's prospective transferee shall each certify to the Trustee
in writing the facts surrounding the transfer. In the event that such a
transfer is to be made within three years from the date of the initial
issuance of Certificates pursuant hereto, there shall also be delivered
(except in the case of a transfer pursuant to Rule 144A of the Securities Act)
to the Trustee an Opinion of Counsel that such transfer may be made pursuant
to an exemption from the Securities Act and such state securities laws, which
Opinion of Counsel shall not be obtained at the expense of the Trustee, the
Sellers, the Master Servicer or the Depositor. The Holder hereof desiring to
effect such transfer shall, and does hereby agree to, indemnify the Trustee
and the Depositor against any liability that may result if the transfer is not
so exempt or is not made in accordance with such federal and state laws.]

      [No transfer of a Certificate of this Class shall be made unless the
Trustee shall have received either (i) a representation letter from the
transferee of such Certificate, acceptable to and in form and substance
satisfactory to the Trustee, to the effect that such transferee is not an
employee benefit plan subject to Section 406 of ERISA or a plan or arrangement
subject to Section 4975 of the Code, or a person acting on behalf of or
investing plan assets of any such benefit plan or arrangement, which
representation letter shall not be an expense of the Trustee, the Master
Servicer or the Trust Fund, (ii) if such certificate has been the subject of
an ERISA-Qualifying Underwriting and the transferee is an insurance company, a
representation that the transferee is purchasing such Certificate with funds
contained in an "insurance company general account" (as such term is defined
in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE
95-60")) and that the purchase and holding of such Certificate satisfy the
requirements for exemptive relief under Sections I and III of PTCE 95-60, or
(iii) in the case of any such Certificate presented for registration in the
name of an employee benefit plan subject to ERISA or a plan or arrangement
subject to Section 4975 of the Code (or comparable provisions

                                     B-4
<PAGE>

of any subsequent enactments), a trustee of any such benefit plan or
arrangement or any other person acting on behalf of any such benefit plan or
arrangement, an Opinion of Counsel satisfactory to the Trustee to the effect
that the purchase and holding of such Certificate will not result in a
prohibited transaction under Section 406 of ERISA or Section 4975 of the Code,
and will not subject the Trustee or the Master Servicer to any obligation in
addition to those undertaken in the Agreement, which Opinion of Counsel shall
not be an expense of the Trustee, the Master Servicer or the Trust Fund.
Notwithstanding anything else to the contrary herein, any purported transfer
of a Certificate of this Class to or on behalf of an employee benefit plan
subject to ERISA or a plan or arrangement subject to Section 4975 of the Code
without the opinion of counsel satisfactory to the Trustee as described above
shall be void and of no effect.]

      Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

      This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.


                                     * * *

                                     B-5
<PAGE>


      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
<PAGE>

                                   EXHIBIT C

                        [FORM OF CLASS A-R 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
<PAGE>

Certificate No.                          :

Cut-off  Date                            :

First Distribution Date                  :

Initial Certificate Balance
of this Certificate
("Denomination")                         :        $

Initial Certificate Balance
of all Certificates of
this Class                               :        $

CUSIP                                    :

Interest Rate                            :

Maturity Date                            :


                                  CWALT, INC.
            Mortgage Pass-Through Certificates, Series 200____-____
                                   Class A-R

         evidencing the distributions allocable to the Class A-R Certificates
         with respect to a Trust Fund consisting primarily of a pool of
         conventional mortgage loans (the "Mortgage Loans") secured by first
         liens on one- to four-family residential properties

                           CWALT, Inc., as Depositor

      Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Balance at any time may be less
than the Certificate Balance as set forth herein. This Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Sellers, the Master Servicer or the Trustee referred to below
or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.

      This certifies that______________ is the registered owner of the
Percentage Interest (obtained by dividing the Denomination of this Certificate
by the aggregate Initial Certificate Balance of all Certificates of the Class
to which this Certificate belongs) in certain monthly distributions with
respect to a Trust Fund consisting of the Mortgage Loans deposited by CWALT,
Inc. (the

                                     C-2

<PAGE>

"Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as of the Cut-off Date specified above (the "Agreement") among
the Depositor, Countrywide Home Loans, Inc., as a seller ("CHL"), Park Granada
LLC, as a seller ("Park Granada"), Park Monaco Inc., as a seller ("Park
Monaco"), and Park Sienna LLC, as a seller ("Park Sienna" and, together with
CHL, Park Granada and Park Monaco, the "Sellers"), Countrywide Home Loans
Servicing LP, as master servicer (the "Master Servicer"), and The Bank of New
York, as trustee (the "Trustee"). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

      Any distribution of the proceeds of any remaining assets of the Trust
Fund will be made only upon presentment and surrender of this Class A-R
Certificate at the Corporate Trust Office or the office or agency maintained
by the Trustee in New York, New York.

      No transfer of a Class A-R Certificate shall be made unless the Trustee
shall have received either (i) a representation letter from the transferee of
such Certificate, acceptable to and in form and substance satisfactory to the
Trustee, to the effect that such transferee is not an employee benefit plan
subject to Section 406 of ERISA or a plan or arrangement subject to Section
4975 of the Code, or a person acting on behalf of or investing plan assets of
any such benefit plan or arrangement, which representation letter shall not be
an expense of the Trustee, the Master Servicer or the Trust Fund, (ii) if such
certificate has been the subject of an ERISA-Qualifying Underwriting and the
transferee is an insurance company, a representation that the transferee is
purchasing such Certificate with funds contained in an "insurance company
general account" (as such term is defined in Section V(e) of Prohibited
Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and
holding of such Certificate satisfy the requirements for exemptive relief
under Sections I and III of PTCE 95-60, or (iii) in the case of any such
Certificate presented for registration in the name of an employee benefit plan
subject to ERISA or a plan or arrangement subject to Section 4975 of the Code
(or comparable provisions of any subsequent enactments), a trustee of any such
benefit plan or arrangement or any other person acting on behalf of any such
benefit plan or arrangement, an Opinion of Counsel satisfactory to the Trustee
to the effect that the purchase and holding of such Certificate will not
result in a prohibited transaction under Section 406 of ERISA or Section 4975
of the Code, and will not subject the Trustee or the Master Servicer to any
obligation in addition to those undertaken in the Agreement, which Opinion of
Counsel shall not be an expense of the Trustee, the Master Servicer or the
Trust Fund. Notwithstanding anything else to the contrary herein, any
purported transfer of a Class A-R Certificate to or on behalf of an employee
benefit plan subject to ERISA or a plan or arrangement subject to Section 4975
of the Code without the opinion of counsel satisfactory to the Trustee as
described above shall be void and of no effect.

      Each Holder of this Class A-R Certificate will be deemed to have agreed
to be bound by the restrictions of the Agreement, including but not limited to
the restrictions that (i) each person holding or acquiring any Ownership
Interest in this Class A-R Certificate must be a Permitted Transferee, (ii) no
Ownership Interest in this Class A-R Certificate may be transferred without

                                     C-3
<PAGE>

delivery to the Trustee of (a) a transfer affidavit of the proposed transferee
and (b) a transfer certificate of the transferor, each of such documents to be
in the form described in the Agreement, (iii) each person holding or acquiring
any Ownership Interest in this Class A-R Certificate must agree to require a
transfer affidavit and to deliver a transfer certificate to the Trustee as
required pursuant to the Agreement, (iv) each person holding or acquiring an
Ownership Interest in this Class A-R Certificate must agree not to transfer an
Ownership Interest in this Class A-R Certificate if it has actual knowledge
that the proposed transferee is not a Permitted Transferee and (v) any
attempted or purported transfer of any Ownership Interest in this Class A-R
Certificate in violation of such restrictions will be absolutely null and void
and will vest no rights in the purported transferee.

      Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

      This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.


                                     * * *

                                     C-4
<PAGE>

      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-5
<PAGE>

                                   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
<PAGE>

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

                                     D-2
<PAGE>

pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement") among the Depositor, Countrywide Home Loans,
Inc., as a seller ("CHL"), Park Granada LLC, as a seller ("Park Granada"),
Park Monaco Inc., as a seller ("Park Monaco"), and Park Sienna LLC, as a
seller ("Park Sienna" and, together with CHL, Park Granada and Park Monaco,
the "Sellers"), Countrywide Home Loans Servicing LP, as master servicer (the
"Master Servicer"), and The Bank of New York, as trustee (the "Trustee"). To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

      [Until this certificate has been the subject of an ERISA-Qualifying
Underwriting, no transfer of a Certificate of this Class shall be made unless
the Trustee shall have received either (i) a representation letter from the
transferee of such Certificate, acceptable to and in form and substance
satisfactory to the Trustee, to the effect that such transferee is not an
employee benefit plan subject to Section 406 of ERISA or a plan or arrangement
subject to Section 4975 of the Code, or a person acting on behalf of or
investing plan assets of any such benefit plan or arrangement, which
representation letter shall not be an expense of the Trustee, the Master
Servicer or the Trust Fund, or (ii) in the case of any such Certificate
presented for registration in the name of an employee benefit plan subject to
ERISA or a plan or arrangement subject to Section 4975 of the Code (or
comparable provisions of any subsequent enactments), a trustee of any such
benefit plan or arrangement or any other person acting on behalf of any such
benefit plan or arrangement, an Opinion of Counsel satisfactory to the Trustee
to the effect that the purchase and holding of such Certificate will not
result in a non-exempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code, and will not subject the Trustee or the Master
Servicer to any obligation in addition to those undertaken in the Agreement,
which Opinion of Counsel shall not be an expense of the Trustee, the Master
Servicer or the Trust Fund. When the transferee delivers the Opinion of
Counsel described above, such representation shall be deemed to have been made
to the Trustee by the Transferee's acceptance of a Certificate of this Class
and by a beneficial owner's acceptance of its interest in a Certificate of
this Class. Notwithstanding anything else to the contrary herein, until such
certificate has been the subject of an ERISA-Qualifying Underwriting, any
purported transfer of a Certificate of this Class to, or a person investing
assets of, an employee benefit plan subject to ERISA or a plan or arrangement
subject to Section 4975 of the Code without the opinion of counsel
satisfactory to the Trustee as described above shall be void and of no
effect.]

      Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

      This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.

                                     * * *

                                     D-3
<PAGE>

      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
<PAGE>

                                   EXHIBIT E

                       [FORM OF REVERSE OF CERTIFICATES]

                                  CWALT, INC.
                      Mortgage Pass-Through Certificates

         This Certificate is one of a duly authorized issue of Certificates
designated as CWALT, Inc. Mortgage Pass-Through Certificates, of the Series
specified on the face hereof (herein collectively called the "Certificates"),
and representing a beneficial ownership interest in the Trust Fund created by
the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account
for payment hereunder and that the Trustee is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations
of rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified on the face hereof, to the Person in
whose name this Certificate is registered at the close of business on the
applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement. The Record Date
applicable to each Distribution Date is the last Business Day of the month
next preceding the month of such Distribution Date.

         Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trustee in writing at least five Business Days
prior to the related Record Date and such Certificateholder shall satisfy the
conditions to receive such form of payment set forth in the Agreement, or, if
not, by check mailed by first class mail to the address of such
Certificateholder appearing in the Certificate Register. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the Corporate Trust Office or
such other location specified in the notice to Certificateholders of such
final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any
time by the Depositor, the Master Servicer and the

                                     E-1
<PAGE>

Trustee with the consent of the Holders of Certificates affected by such
amendment evidencing the requisite Percentage Interest, as provided in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange therefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof,
in certain limited circumstances, without the consent of the Holders of any of
the Certificates.

         As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register of the Trustee upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office or the office or agency
maintained by the Trustee in New York, New York, accompanied by a written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by the holder hereof or such holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust Fund will be issued to the designated transferee or
transferees.

         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

         No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

         The Depositor, the Master Servicer, the Sellers and the Trustee and
any agent of the Depositor or the Trustee may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and
neither the Depositor, the Trustee, nor any such agent shall be affected by
any notice to the contrary.

         On any Distribution Date on which the Pool Stated Principal Balance
is less than or equal to 10% of the Cut-off Date Pool Principal Balance, the
Master Servicer will have the option, subject to the limitations set forth in
the Agreement, to repurchase, in whole, from the Trust Fund all remaining
Mortgage Loans and all property acquired in respect of the Mortgage Loans at a
purchase price determined as provided in the Agreement. In the event that no
such optional termination occurs, the obligations and responsibilities created
by the Agreement will terminate upon the later of the maturity or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund or the disposition of all property in respect
thereof and the distribution to Certificateholders of all amounts required to
be distributed pursuant to the Agreement. In no event, however, will the trust
created by the Agreement continue beyond the 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
<PAGE>

         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
<PAGE>

                                  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
<PAGE>

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
<PAGE>

                                  EXHIBIT F-1

                   FORM OF INITIAL CERTIFICATION OF TRUSTEE
                           (INITIAL MORTGAGE LOANS)


                                    [date]


[Depositor]

[Master Servicer]

[Countrywide]

______________________
______________________


      Re:   Pooling and Servicing Agreement among CWALT, Inc., as Depositor,
            Countrywide Home Loans, Inc. ("Countrywide"), as a Seller, Park
            Granada LLC, as a Seller, Park Monaco Inc., as a Seller, Park
            Sienna LLC, as a Seller, Countrywide Home Loans Servicing LP, as
            Master Servicer, and The Bank of New York, as Trustee, Mortgage
            Pass-Through Certificates, Series 200_-_
            ----------------------------------------------------------------

Gentlemen:

      In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), the undersigned,
as Trustee, hereby certifies that, as to each Initial Mortgage Loan listed in
the Mortgage Loan Schedule (other than any Initial Mortgage Loan paid in full
or listed on the attached schedule) it has received:

      (i) (a) the original Mortgage Note endorsed in the following form: "Pay
to the order of __________, without recourse" or (b) with respect to any Lost
Mortgage Note, a lost note affidavit from Countrywide stating that the
original Mortgage Note was lost or destroyed; and

      (ii) a duly executed assignment of the Mortgage (which may be included
in a blanket assignment or assignments).

      Based on its review and examination and only as to the foregoing
documents, such documents appear regular on their face and related to such
Initial Mortgage Loan.

      The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement. The Trustee makes no representations as to:
(i) the validity, legality, sufficiency, enforceability

                                    F-1-1
<PAGE>

or genuineness of any of the documents contained in each Mortgage File of any
of the Initial Mortgage Loans identified on the Mortgage Loan Schedule, or
(ii) the collectability, insurability, effectiveness or suitability of any
such Initial Mortgage Loan.

                                    F-1-2
<PAGE>

      Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.

                                                THE BANK OF NEW YORK,
                                                    as Trustee


                                                By: __________________________
                                                Name:
                                                Title:

                                    F-1-3
<PAGE>

                                  EXHIBIT F-2

                   FORM OF INITIAL CERTIFICATION OF TRUSTEE
                         (SUPPLEMENTAL MORTGAGE LOANS)


                                    [date]

[Depositor]

[Master Servicer]

[Countrywide]

___________________
___________________


      Re:   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 The Bank of New York, as Trustee, Mortgage Pass-Through
            Certificates, Series 20__-__ and the Supplemental Transfer
            Agreement dated as of [month] ____, 200_ 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, and The Bank of New York, as Trustee
            ------------------------------------------------------------------

Gentlemen:

      In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement") and the
Supplemental Transfer Agreement, dated as of [month] ____, 200_, the
undersigned, as Trustee, hereby certifies that, as to each Supplemental
Mortgage Loan transferred on the date hereof and listed in the Mortgage Loan
Schedule (other than any Supplemental 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 the Seller 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).

                                    F-2-1
<PAGE>

      Based on its review and examination and only as to the foregoing
documents, such documents appear regular on their face and related to such
Mortgage Loan.

      The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement. 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 Supplemental
Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the
collectability, insurability, effectiveness or suitability of any such
Supplemental Mortgage Loan.

                                    F-2-2
<PAGE>

         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-2-3
<PAGE>

                                  EXHIBIT G-1

                     FORM OF DELAY DELIVERY CERTIFICATION
                           (INITIAL MORTGAGE LOANS)


                                    [date]

[Depositor]

[Master Servicer]

[Countrywide]

_____________________
_____________________


      Re:   Pooling and Servicing Agreement among CWALT, Inc., as Depositor,
            Countrywide Home Loans, Inc. ("Countrywide"), as a Seller, Park
            Granada LLC, as a Seller, Park Monaco Inc., as a Seller, Park
            Sienna LLC, as a Seller, Countrywide Home Loans Servicing LP, as
            Master Servicer, and The Bank of New York, as Trustee, Mortgage
            Pass-Through Certificates, Series 200_-_
            ----------------------------------------------------------------

Gentlemen:

      Reference is made to the Initial Certification of Trustee relating to
the above-referenced series, with the schedule of exceptions attached thereto
(the "Schedule A"), delivered by the undersigned, as Trustee, on the Closing
Date in accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"). The undersigned
hereby certifies that, as to each Delay Delivery Initial Mortgage Loan listed
on Schedule A attached hereto (other than any Initial Mortgage Loan paid in
full or listed on Schedule B attached hereto) it has received:

      (i)   the original Mortgage Note, endorsed by Countrywide or the
            originator of such Mortgage Loan, without recourse in the
            following form: "Pay to the order of _______________ without
            recourse", with all intervening endorsements that show a complete
            chain of endorsement from the originator to Countrywide, or, if
            the original Mortgage Note has been lost or destroyed and not
            replaced, an original lost note affidavit from Countrywide,
            stating that the original Mortgage Note was lost or destroyed,
            together with a copy of the related Mortgage Note;

      (ii)  in the case of each Initial Mortgage Loan that is not a MERS
            Mortgage Loan, the original recorded Mortgage, [and in the case of
            each Initial Mortgage Loan that is a MERS Mortgage Loan, the
            original Mortgage, noting thereon the presence of the MIN of the
            Initial Mortgage Loan and language indicating that the Initial

                                    G-1-1
<PAGE>

            Mortgage Loan is a MOM Loan if the Initial Mortgage Loan is a MOM
            Loan, with evidence of recording indicated thereon, or a copy of
            the Mortgage certified by the public recording office in which
            such Mortgage has been recorded];

      (iii) in the case of each Initial Mortgage Loan that is not a MERS
            Mortgage Loan, a duly executed assignment of the Mortgage to "The
            Bank of New York, as trustee under the Pooling and Servicing
            Agreement dated as of [month] 1, 200_, without recourse", or, in
            the case of each Initial Mortgage Loan with respect to property
            located in the State of California that is not a MERS Mortgage
            Loan, a duly executed assignment of the Mortgage in blank (each
            such assignment, when duly and validly completed, to be in
            recordable form and sufficient to effect the assignment of and
            transfer to the assignee thereof, under the Mortgage to which such
            assignment relates);

      (iv)  the original recorded assignment or assignments of the Mortgage
            together with all interim recorded assignments of such Mortgage
            [(noting the presence of a MIN in the case of each MERS Mortgage
            Loan)];

      (v)   the original or copies of each assumption, modification, written
            assurance or substitution agreement, if any, with evidence of
            recording thereon if recordation thereof is permissible under
            applicable law; and

      (vi)  the original or duplicate original lender's title policy or a
            printout of the electronic equivalent and all riders thereto or,
            in the event such original title policy has not been received from
            the insurer, any one of an original title binder, an original
            preliminary title report or an original title commitment, or a
            copy thereof certified by the title company, with the original
            policy of title insurance to be delivered within one year of the
            Closing Date.

      In the event that in connection with any Mortgage Loan that is not a
MERS Mortgage Loan Countrywide cannot deliver the original recorded Mortgage
or all interim recorded assignments of the Mortgage satisfying the
requirements of clause (ii), (iii) or (iv), as applicable, the Trustee has
received, in lieu thereof, a true and complete copy of such Mortgage and/or
such assignment or assignments of the Mortgage, as applicable, each certified
by Countrywide, the applicable title company, escrow agent or attorney, or the
originator of such Initial Mortgage Loan, as the case may be, to be a true and
complete copy of the original Mortgage or assignment of Mortgage submitted for
recording.

      Based on its review and examination and only as to the foregoing
documents, (i) such documents appear regular on their face and related to such
Initial Mortgage Loan, and (ii) the information set forth in items (i), (iv),
(v), (vi), (viii), (xi) and (xiv) of the definition of the "Mortgage Loan
Schedule" in Article I of the Pooling and Servicing Agreement accurately
reflects information set forth in the Mortgage File.

      The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
above-referenced Pooling and Servicing Agreement. The Trustee makes no
representations as to: (i) the validity, legality,

                                    G-1-2
<PAGE>

sufficiency, enforceability or genuineness of any of the documents contained
in each Mortgage File of any of the Initial Mortgage Loans identified on the
Mortgage Loan Schedule or (ii) the collectibility, insurability, effectiveness
or suitability of any such Mortgage Loan.

                                    G-1-3
<PAGE>

      Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.

                                               THE BANK OF NEW YORK,
                                                 as Trustee


                                               By: ____________________________
                                               Name:
                                               Title:

                                    G-1-4
<PAGE>

                                  EXHIBIT G-2


                     FORM OF DELAY DELIVERY CERTIFICATION
                         (SUPPLEMENTAL MORTGAGE LOANS)

                                    [date]


[Depositor]

[Master Servicer]

[Countrywide]


      Re:   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 The Bank of New York, as Trustee, Mortgage Pass-Through
            Certificates, Series 20__-__ and the Supplemental Transfer
            Agreement dated as of [month] ____, 200_ 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, and The Bank of New York, as Trustee
            ------------------------------------------------------------------

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 [month] __,
200_ (such date being the related "Supplemental Transfer 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 Supplemental Mortgage Loan listed on Schedule A
attached hereto (other than any Supplemental Mortgage Loan paid in full or
listed on Schedule B attached hereto) it has received:

      (i)   the original Mortgage Note, endorsed by the Seller 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 the Seller, or, if the
            original Mortgage Note has been lost or destroyed and not
            replaced, an original lost note affidavit from the Seller, stating
            that the original Mortgage Note was lost or destroyed, together
            with a copy of the related Mortgage Note;

                                    G-2-1
<PAGE>

      (ii)  in the case of each Supplemental Mortgage Loan that is not a MERS
            Mortgage Loan, the original recorded Mortgage, [and in the case of
            each Supplemental Mortgage Loan that is a MERS Mortgage Loan, the
            original Mortgage, noting thereon the presence of the MIN of the
            Supplemental Mortgage Loan and language indicating that the
            Supplemental Mortgage Loan is a MOM Loan if the Supplemental
            Mortgage Loan is a MOM Loan, with evidence of recording indicated
            thereon, or a copy of the Mortgage certified by the public
            recording office in which such Mortgage has been recorded];

      (iii) in the case of each Supplemental 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, 200_, without recourse", or, in
            the case of each Supplemental 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 the Seller 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 the Seller,
the applicable title company, escrow agent or attorney, or the originator of
such Supplemental 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.

                                     G-2-2
<PAGE>

      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
Supplemental 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 Section 1.01 of the Pooling and Servicing Agreement
accurately reflects information set forth in the Mortgage File.

      The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
above-referenced Pooling and Servicing Agreement. The Trustee makes no
representations as to: (i) the validity, legality, sufficiency, enforceability
or genuineness of any of the documents contained in each Mortgage File of any
of the Supplemental Mortgage Loans identified on the Mortgage Loan Schedule or
(ii) the collectibility, insurability, effectiveness or suitability of any
such Mortgage Loan.

                                    G-2-3
<PAGE>

      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-2-4
<PAGE>

                                  EXHIBIT H-1


                    FORM OF FINAL CERTIFICATION OF TRUSTEE
                           (INITIAL MORTGAGE LOANS)


                                    [date]


[Depositor]

[Master Servicer]

[Countrywide]

___________________
___________________

      Re:   Pooling and Servicing Agreement among CWALT, Inc., as Depositor,
            Countrywide Home Loans, Inc. ("Countrywide"), as a Seller, Park
            Granada LLC, as a Seller, Park Monaco Inc., as a Seller, Park
            Sienna LLC, as a Seller, Countrywide Home Loans Servicing LP, as
            Master Servicer, and The Bank of New York, as Trustee, Mortgage
            Pass-Through Certificates, Series 200_-_
            ----------------------------------------------------------------

Gentlemen:

      In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), the undersigned,
as Trustee, hereby certifies that as to each Initial Mortgage Loan listed in
the Mortgage Loan Schedule (other than any Initial Mortgage Loan paid in full
or listed on the attached Document Exception Report) it has received:

      (i)   the original Mortgage Note, endorsed by Countrywide or the
            originator of such Mortgage Loan, without recourse in the
            following form: "Pay to the order of _______________ without
            recourse", with all intervening endorsements that show a complete
            chain of endorsement from the originator to Countrywide, or, if
            the original Mortgage Note has been lost or destroyed and not
            replaced, an original lost note affidavit from Countrywide,
            stating that the original Mortgage Note was lost or destroyed,
            together with a copy of the related Mortgage Note;

      (ii)  in the case of each Initial Mortgage Loan that is not a MERS
            Mortgage Loan, the original recorded Mortgage, [and in the case of
            each Initial Mortgage Loan that is a MERS Mortgage Loan, the
            original Mortgage, noting thereon the presence of

                                    H-1-1
<PAGE>

            the MIN of the Mortgage Loan and language indicating that the
            Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan,
            with evidence of recording indicated thereon, or a copy of the
            Mortgage certified by the public recording office in which such
            Mortgage has been recorded];

      (iii) in the case of each Initial Mortgage Loan that is not a MERS
            Mortgage Loan, a duly executed assignment of the Mortgage to "The
            Bank of New York, as trustee under the Pooling and Servicing
            Agreement dated as of [month] 1, 200_, without recourse", or, in
            the case of each Initial Mortgage Loan with respect to property
            located in the State of California that is not a MERS Mortgage
            Loan, a duly executed assignment of the Mortgage in blank (each
            such assignment, when duly and validly completed, to be in
            recordable form and sufficient to effect the assignment of and
            transfer to the assignee thereof, under the Mortgage to which such
            assignment relates);

      (iv)  the original recorded assignment or assignments of the Mortgage
            together with all interim recorded assignments of such Mortgage
            [(noting the presence of a MIN in the case of each Initial
            Mortgage Loan that is a MERS Mortgage Loan)];

      (v)   the original or copies of each assumption, modification, written
            assurance or substitution agreement, if any, with evidence of
            recording thereon if recordation thereof is permissible under
            applicable law; and

      (vi)  the original or duplicate original lender's title policy or a
            printout of the electronic equivalent and all riders thereto or,
            in the event such original title policy has not been received from
            the insurer, any one of an original title binder, an original
            preliminary title report or an original title commitment, or a
            copy thereof certified by the title company, with the original
            policy of title insurance to be delivered within one year of the
            Closing Date.

      In the event that in connection with any Initial Mortgage Loan that is
not a MERS Mortgage Loan Countrywide cannot deliver the original recorded
Mortgage or all interim recorded assignments of the Mortgage satisfying the
requirements of clause (ii), (iii) or (iv), as applicable, the Trustee has
received, in lieu thereof, a true and complete copy of such Mortgage and/or
such assignment or assignments of the Mortgage, as applicable, each certified
by Countrywide, the applicable title company, escrow agent or attorney, or the
originator of such Initial Mortgage Loan, as the case may be, to be a true and
complete copy of the original Mortgage or assignment of Mortgage submitted for
recording.

      Based on its review and examination and only as to the foregoing
documents, (i) such documents appear regular on their face and related to such
Initial Mortgage Loan, and (ii) the information set forth in items (i), (iv),
(v), (vi), (viii), (xi) and (xiv) of the definition of the "Mortgage Loan
Schedule" in Article I of the Pooling and Servicing Agreement accurately
reflects information set forth in the Mortgage File.

                                    H-1-2
<PAGE>

      The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
above-referenced Pooling and Servicing Agreement. The Trustee makes no
representations as to: (i) the validity, legality, sufficiency, enforceability
or genuineness of any of the documents contained in each Mortgage File of any
of the Initial Mortgage Loans identified on the Mortgage Loan Schedule or (ii)
the collectibility, insurability, effectiveness or suitability of any such
Initial Mortgage Loan.

                                    H-1-3
<PAGE>

      Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.

                                                THE BANK OF NEW YORK,
                                                  as Trustee


                                                By : __________________________
                                                Name:
                                                Title:

                                    H-1-4
<PAGE>

                                  EXHIBIT H-2

                    FORM OF FINAL CERTIFICATION OF TRUSTEE
                         (SUPPLEMENTAL MORTGAGE LOANS)

                                    [date]


[Depositor]

[Master Servicer]

[Countrywide]

____________________
____________________

      Re:   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 The Bank of New York, as Trustee, Mortgage Pass-Through
            Certificates, Series 20__-__ and the Supplemental Transfer
            Agreement dated as of [month] ____, 200_ 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, and The Bank of New York, as Trustee
            ------------------------------------------------------------------

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 Supplemental Mortgage Loan listed
in the Mortgage Loan Schedule (other than any Supplemental Mortgage Loan paid
in full or listed on the attached Document Exception Report) it has received:

      (i)   the original Mortgage Note, endorsed by the Seller 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 the Seller, or, if the
            original Mortgage Note has been lost or destroyed and not
            replaced, an original lost note affidavit from the Seller, stating
            that the original Mortgage Note was lost or destroyed, together
            with a copy of the related Mortgage Note;

                                    H-2-1
<PAGE>

      (ii)  in the case of each Supplemental Mortgage Loan that is not a MERS
            Mortgage Loan, the original recorded Mortgage, [and in the case of
            each Supplemental 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];

      (iii) in the case of each Supplemental 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] ___, 200_, without recourse", or, in
            the case of each Supplemental 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 Supplemental
            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 Supplemental Mortgage Loan that
is not a MERS Mortgage Loan the Seller 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 the Seller, the applicable title company, escrow agent or attorney, or the
originator of such Supplemental 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
Supplemental Mortgage Loan, and (ii) the information set forth in items (i),
(iv), (v), (vi), (viii), (xi) and (xiv) of the definition of the


                                    H-2-2
<PAGE>


"Mortgage Loan Schedule" in Section 1.01 of the Pooling and Servicing
Agreement accurately reflects information set forth in the Mortgage File.

      The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
above-referenced Pooling and Servicing Agreement. The Trustee makes no
representations as to: (i) the validity, legality, sufficiency, enforceability
or genuineness of any of the documents contained in each Mortgage File of any
of the Supplemental Mortgage Loans identified on the Mortgage Loan Schedule or
(ii) the collectibility, insurability, effectiveness or suitability of any
such Supplemental Mortgage Loan.


                                    H-2-3
<PAGE>


      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-2-4
<PAGE>


                                   EXHIBIT I

                         [FORM OF] TRANSFER AFFIDAVIT

                                  CWALT, Inc.
                      Mortgage Pass-Through Certificates
                                 Series 200_-_

STATE OF                                  )
                                          ) ss.:
COUNTY OF                                 )


         The undersigned, being first duly sworn, deposes and says as follows:

            1. The undersigned is an officer of , the proposed Transferee of
an Ownership Interest in a Class A-R Certificate (the "Certificate") issued
pursuant to the Pooling and Servicing Agreement, dated as of _________ __,
2___ (the "Agreement"), by and among CWALT, Inc., as depositor (the
"Depositor"), Countrywide Home Loans, Inc. (the "Company"), as a Seller, Park
Granada LLC, as a Seller, Park Monaco Inc., as a Seller, Park Sienna LLC, as a
Seller (and together with the Company, Park Granada and Park Monaco, the
"Sellers"), Countrywide Home Loans Servicing LP, as Master Servicer and The
Bank of New York, as Trustee. Capitalized terms used, but not defined herein
or in Exhibit 1 hereto, shall have the meanings ascribed to such terms in the
Agreement. The Transferee has authorized the undersigned to make this
affidavit on behalf of the Transferee.

            2. The Transferee is not an employee benefit plan that is subject
to Title I of ERISA or to section 4975 of the Internal Revenue Code of 1986,
nor is it acting on behalf of or with plan assets of any such plan. The
Transferee is, as of the date hereof, and will be, as of the date of the
Transfer, a Permitted Transferee. The Transferee will endeavor to remain a
Permitted Transferee for so long as it retains its Ownership Interest in the
Certificate. The Transferee is acquiring its Ownership Interest in the
Certificate for its own account.

            3. The Transferee has been advised of, and understands that (i) a
tax will be imposed on Transfers of the Certificate to Persons that are not
Permitted Transferees; (ii) such tax will be imposed on the transferor, or, if
such Transfer is through an agent (which includes a broker, nominee or
middleman) for a Person that is not a Permitted Transferee, on the agent; and
(iii) the Person otherwise liable for the tax shall be relieved of liability
for the tax if the subsequent Transferee furnished to such Person an affidavit
that such subsequent Transferee is a Permitted Transferee and, at the time of
Transfer, such Person does not have actual knowledge that the affidavit is
false.

            4. The Transferee has been advised of, and understands that a tax
will be imposed on a "pass-through entity" holding the Certificate if at any
time during the taxable year of the pass-through entity a Person that is not a
Permitted Transferee is the record holder of an


                                     I-1
<PAGE>


interest in such entity. The Transferee understands that such tax will not be
imposed for any period with respect to which the record holder furnishes to
the pass-through entity an affidavit that such record holder is a Permitted
Transferee and the pass-through entity does not have actual knowledge that
such affidavit is false. (For this purpose, a "pass-through entity" includes a
regulated investment company, a real estate investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives and, except as
may be provided in Treasury Regulations, persons holding interests in
pass-through entities as a nominee for another Person.)

            5. The Transferee has reviewed the provisions of Section 5.02(c)
of the Agreement (attached hereto as Exhibit 2 and incorporated herein by
reference) and understands the legal consequences of the acquisition of an
Ownership Interest in the Certificate including, without limitation, the
restrictions on subsequent Transfers and the provisions regarding voiding the
Transfer and mandatory sales. The Transferee expressly agrees to be bound by
and to abide by the provisions of Section 5.02(c) of the Agreement and the
restrictions noted on the face of the Certificate. The Transferee understands
and agrees that any breach of any of the representations included herein shall
render the Transfer to the Transferee contemplated hereby null and void.

            6. The Transferee agrees to require a Transfer Affidavit from any
Person to whom the Transferee attempts to Transfer its Ownership Interest in
the Certificate, and in connection with any Transfer by a Person for whom the
Transferee is acting as nominee, trustee or agent, and the Transferee will not
Transfer its Ownership Interest or cause any Ownership Interest to be
Transferred to any Person that the Transferee knows is not a Permitted
Transferee. In connection with any such Transfer by the Transferee, the
Transferee agrees to deliver to the Trustee a certificate substantially in the
form set forth as Exhibit J-1 to the Agreement (a "Transferor Certificate") to
the effect that such Transferee has no actual knowledge that the Person to
which the Transfer is to be made is not a Permitted Transferee.

            7. The Transferee does not have the intention to impede the
assessment or collection of any tax legally required to be paid with respect
to the Class A-R Certificates.

            8. The Transferee's taxpayer identification number is
______________.

            9. The Transferee is a U.S. Person as defined in Code section
7701(a)(30) and, unless the Transferor (or any subsequent transferor)
expressly waives such requirement, will not cause income from the Certificate
to be attributable to a foreign permanent establishment or fixed base (within
the meaning of an applicable income tax treaty) of the Transferee or another
U.S. taxpayer.

            10. The Transferee is aware that the Class A-R Certificates may be
"noneconomic residual interests" within the meaning of Treasury Regulation
Section 1.860E-1(c) and that the transferor of a noneconomic residual interest
will remain liable for any taxes due with respect to the income on such
residual interest, unless no significant purpose of the transfer was to impede
the assessment or collection of tax. In addition, as the Holder of a


                                     I-2
<PAGE>


noneconomic residual interest, the Transferee may incur tax liabilities in
excess of any cash flows generated by the interest and the Transferee hereby
represents that it intends to pay taxes associated with holding the residual
interest as they become due.

            11. The Transferee has provided financial statements or other
financial information requested by the Transferor in connection with the
transfer of the Certificate to permit the Transferor to assess the financial
capability of the Transferee to pay such taxes. The Transferee historically
has paid its debts as they have come due and intends to pay its debts as they
come due in the future.

            12. Unless the Transferor (or any subsequent transferor) expressly
waives such requirement, the Transferee (and any subsequent transferee)
certifies (or will certify), respectively, that the transfer satisfies either
the "Asset Test" imposed by Treasury Regulation ss. 1.860E-1(c)(5) or the
"Formula Test" imposed by Treasury Regulation ss. 1.860E-1(c)(7).

                                     * * *


                                     I-3
<PAGE>


            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
<PAGE>


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 ss. 1.860E-1(c)(5) or the "Formula Test"
imposed by Treasury Regulation ss. 1.860E-1(c)(7).

                                              CWALT, INC.


                                              By: ______________________________
                                                  Name:
                                                  Title:

                                     I-5
<PAGE>


                                                                  EXHIBIT 1 to
                                                                     EXHIBIT I

                              Certain Definitions

            "Asset Test": A transfer satisfies the Asset Test if: (i) At the
time of the transfer, and at the close of each of the transferee's two fiscal
years preceding the transferee's fiscal year of transfer, the transferee's
gross assets for financial reporting purposes exceed $100 million and its net
assets for financial reporting purposes exceed $10 million. The gross assets
and net assets of a transferee do not include any obligation of any "related
person" or any other asset if a principal purpose for holding or acquiring the
other asset is to permit the transferee to satisfy such monetary conditions;
(ii) The transferee must be an "eligible corporation" and must agree in
writing that any subsequent transfer of the interest will be to another
eligible corporation in a transaction that satisfies paragraphs 9 through 11
of this Transfer Affidavit and the Asset Test. A transfer fails to meet the
Asset Test if the transferor knows, or has reason to know, that the transferee
will not honor the restrictions on subsequent transfers of the Certificate;
and (iii) A reasonable person would not conclude, based on the facts and
circumstances known to the transferor on or before the date of the transfer,
that the taxes associated with the Certificate will not be paid. The
consideration given to the transferee to acquire the Certificate is only one
factor to be considered, but the transferor will be deemed to know that the
transferee cannot or will not pay if the amount of consideration is so low
compared to the liabilities assumed that a reasonable person would conclude
that the taxes associated with holding the Certificate will not be paid. For
purposes of applying the Asset Test, (i) an "eligible corporation" means any
domestic C corporation (as defined in section 1361(a)(2) of the Code) other
than (A) a corporation which is exempt from, or is not subject to, tax under
section 11 of the Code, (B) an entity described in section 851(a) or 856(a) of
the Code, (C) A REMIC, or (D) an organization to which part I of subchapter T
of chapter 1 of subtitle A of the Code applies; (ii) a "related person" is any
person that (A) bears a relationship to the transferee enumerated in section
267(b) or 707(b)(1) of the Code, using "20 percent" instead of "50 percent"
where it appears under the provisions, or (B) is under common control (within
the meaning of section 52(a) and (b)) with the transferee.

            "Formula Test": A transfer satisfies the formula test if the
present value of the anticipated tax liabilities associated with holding the
Certificate does not exceed the sum of (i) the present value of any
consideration given to the transferee to acquire the Certificate; (ii) the
present value of the expected future distributions on the Certificate; and
(iii) the present value of the anticipated tax savings associated with holding
the Certificate as the issuing REMIC generates losses. For purposes of
applying the Formula Test: (i) The transferee is assumed to pay tax at a rate
equal to the highest rate of tax specified in section 11(b)(1) of the Code. If
the transferee has been subject to the alternative minimum tax under section
55 of the Code in the preceding two years and will compute its taxable income
in the current taxable year using the alternative minimum tax rate, then the
tax rate specified in section 55(b)(1)(B) of the Code may be used in lieu of
the highest rate specified in section 11(b)(1) of the Code; (ii) The transfer
must satisfy paragraph 9 of the Transfer Affidavit; and (iii) Present values
are computed using a


                                     I-6
<PAGE>


discount rate equal to the Federal short-term rate prescribed by section
1274(d) of the Code for the month of the transfer and the compounding period
used by the taxpayer.

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

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

            "Person": Any individual, corporation, limited liability company,
partnership, joint venture, bank, joint stock company, trust (including any
beneficiary thereof), unincorporated organization or government or any agency
or political subdivision thereof.

            "Transfer": Any direct or indirect transfer or sale of any
Ownership Interest in a Certificate, including the acquisition of a
Certificate by the Depositor.

            "Transferee": Any Person who is acquiring by Transfer any
Ownership Interest in a Certificate.


                                     I-7
<PAGE>


                                                                  EXHIBIT 2 to
                                                                     EXHIBIT I

                       Section 5.02(c) of the Agreement

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

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

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

            (3) Each Person holding or acquiring any Ownership Interest in a
      Class A-R Certificate shall agree (A) to obtain a Transfer Affidavit
      from any other Person to whom such Person attempts to Transfer its
      Ownership Interest in a Class A-R Certificate, (B) to obtain a Transfer
      Affidavit from any Person for whom such Person is acting as nominee,
      trustee or agent in connection with any Transfer of a Class A-R
      Certificate and (C) not to Transfer its Ownership Interest in a Class
      A-R Certificate, or to cause the Transfer of an Ownership Interest in a
      Class A-R Certificate to any other Person, if it has actual knowledge
      that such Person is not a Permitted Transferee.

            (4) Any attempted or purported Transfer of any Ownership Interest
      in a Class A-R Certificate in violation of the provisions of this
      Section 5.02(c) shall be absolutely null and void and shall vest no
      rights in the purported Transferee. If any purported transferee shall
      become a Holder of a Class A-R Certificate in violation of the
      provisions of this Section 5.02(c), then the last preceding Permitted
      Transferee shall be restored to all rights as Holder thereof retroactive
      to the date of registration of Transfer of such Class A-R Certificate.
      The Trustee shall be under no liability to any Person for any
      registration of Transfer of a Class A-R Certificate that is in fact not
      permitted by Section 5.02(b) and this Section 5.02(c) or for making any
      payments due on such Certificate to the Holder thereof or taking any
      other action with respect to such Holder under the provisions of this
      Agreement so long as the Transfer was registered after receipt of the
      related Transfer Affidavit and Transferor Certificate. The Trustee shall
      be entitled but not obligated to recover from any Holder of a Class A-R
      Certificate that was in fact not a Permitted


                                     I-8
<PAGE>


      Transferee at the time it became a Holder or, at such subsequent time as
      it became other than a Permitted Transferee, all payments made on such
      Class A-R Certificate at and after either such time. Any such payments
      so recovered by the Trustee shall be paid and delivered by the Trustee
      to the last preceding Permitted Transferee of such Certificate.

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

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


                                     I-9
<PAGE>


                                  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
<PAGE>


                                  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
<PAGE>


                                   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,


                                     K-1
<PAGE>


(e) we are acquiring the Certificates for investment for our own account and
not with a view to any distribution of such Certificates (but without
prejudice to our right at all times to sell or otherwise dispose of the
Certificates in accordance with clause (g) below), (f) we have not offered or
sold any Certificates to, or solicited offers to buy any Certificates from,
any person, or otherwise approached or negotiated with any person with respect
thereto, or taken any other action which would result in a violation of
Section 5 of the Act, and (g) we will not sell, transfer or otherwise dispose
of any Certificates unless (1) such sale, transfer or other disposition is
made pursuant to an effective registration statement under the Act or is
exempt from such registration requirements, and if requested, we will at our
expense provide an opinion of counsel satisfactory to the addressees of this
Certificate that such sale, transfer or other disposition may be made pursuant
to an exemption from the Act, (2) the purchaser or transferee of such
Certificate has executed and delivered to you a certificate to substantially
the same effect as this certificate, and (3) the purchaser or transferee has
otherwise complied with any conditions for transfer set forth in the Pooling
and Servicing Agreement.

                                            Very truly yours,

                                            ___________________________________
                                            Print Name of Transferee


                                            By: _______________________________
                                            Authorized Officer


                                     K-2
<PAGE>


                                   EXHIBIT L

                          [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


                                     L-1
<PAGE>


otherwise disposed of the Certificates, any interest in the Certificates or
any other similar security to, or solicited any offer to buy or accept a
transfer, pledge or other disposition of the Certificates, any interest in the
Certificates or any other similar security from, or otherwise approached or
negotiated with respect to the Certificates, any interest in the Certificates
or any other similar security with, any person in any manner, or made any
general solicitation by means of general advertising or in any other manner,
or taken any other action, that would constitute a distribution of the
Certificates under the Securities Act or that would render the disposition of
the Certificates a violation of Section 5 of the Securities Act or require
registration pursuant thereto, nor will act, nor has authorized or will
authorize any person to act, in such manner with respect to the Certificates,
(f) we are a "qualified institutional buyer" as that term is defined in Rule
144A under the Securities Act and have completed either of the forms of
certification to that effect attached hereto as Annex 1 or Annex 2. We are
aware that the sale to us is being made in reliance on Rule 144A. We are
acquiring the Certificates for our own account or for resale pursuant to Rule
144A and further, understand that such Certificates may be resold, pledged or
transferred only (i) to a person reasonably believed to be a qualified
institutional buyer that purchases for its own account or for the account of a
qualified institutional buyer to whom notice is given that the resale, pledge
or transfer is being made in reliance on Rule 144A, or (ii) pursuant to
another exemption from registration under the Securities Act.



                                               Very truly yours,

                                               ________________________________
                                               Print Name of Transferee


                                               By:_____________________________
                                                   Authorized Officer




                                     L-2
<PAGE>


                                                          ANNEX 1 TO EXHIBIT L
                                                          --------------------


           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-3
<PAGE>


            ___   Broker-dealer. The Buyer is a dealer registered pursuant to
                  Section 15 of the Securities Exchange Act of 1934.

            ___   Insurance Company. The Buyer is an insurance company whose
                  primary and predominant business activity is the writing of
                  insurance or the reinsuring of risks underwritten by
                  insurance companies and which is subject to supervision by
                  the insurance commissioner or a similar official or agency
                  of a State, territory or the District of Columbia.

            ___   State or Local Plan. The Buyer is a plan established and
                  maintained by a State, its political subdivisions, or any
                  agency or instrumentality of the State or its political
                  subdivisions, for the benefit of its employees.

            ___   ERISA Plan. The Buyer is an employee benefit plan within the
                  meaning of Title I of the Employee Retirement Income
                  Security Act of 1974.

            ___   Investment Advisor. The Buyer is an investment advisor
                  registered under the Investment Advisors Act of 1940.

            ___   Small Business Investment Company. Buyer is a small business
                  investment company licensed by the U.S. Small Business
                  Administration under Section 301(c) or (d) of the Small
                  Business Investment Act of 1958.

            ___   Business Development Company. Buyer is a business
                  development company as defined in Section 202(a)(22) of the
                  Investment Advisors Act of 1940.

            3. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer, (ii) securities that
are part of an unsold allotment to or subscription by the Buyer, if the Buyer
is a dealer, (iii) securities issued or guaranteed by the U.S. or any
instrumentality thereof, (iv) bank deposit notes and certificates of deposit,
(v) loan participations, (vi) repurchase agreements, (vii) securities owned
but subject to a repurchase agreement and (viii) currency, interest rate and
commodity swaps.

            4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Buyer, the Buyer used
the cost of such securities to the Buyer and did not include any of the
securities referred to in the preceding paragraph, except (i) where the Buyer
reports its securities holdings in its financial statements on the basis of
their market value, and (ii) no current information with respect to the cost
of those securities has been published. If clause (ii) in the preceding
sentence applies, the securities may be valued at market. Further, in
determining such aggregate amount, the Buyer may have included securities
owned by subsidiaries of the Buyer, but only if such subsidiaries are
consolidated with the Buyer in its financial statements prepared in accordance
with generally accepted accounting principles and if the investments of such
subsidiaries are managed under the Buyer's direction. However, such securities
were not included if the Buyer is a majority-owned,


                                     L-4
<PAGE>


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

            5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the
Certificates are relying and will continue to rely on the statements made
herein because one or more sales to the Buyer may be in reliance on Rule 144A.

            6. Until the date of purchase of the Rule 144A Securities, the
Buyer will notify each of the parties to which this certification is made of
any changes in the information and conclusions herein. Until such notice is
given, the Buyer's purchase of the Certificates will constitute a
reaffirmation of this certification as of the date of such purchase. In
addition, if the Buyer is a bank or savings and loan is provided above, the
Buyer agrees that it will furnish to such parties updated annual financial
statements promptly after they become available.

                                             __________________________________
                                                    Print Name of Buyer


                                             By:_______________________________
                                             Name:
                                             Title:

                                             Date:_____________________________


                                     L-5
<PAGE>


                                                          ANNEX 2 TO EXHIBIT L
                                                          --------------------


           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-6
<PAGE>


                  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-7
<PAGE>


                                   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
<PAGE>


(_)   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
<PAGE>

                                                    COUNTRYWIDE HOME LOANS
                                                    SERVICING LP


                                                    By_________________________

                                                    Its________________________

Date:_________________, 20__


                                     M-3
<PAGE>


                                   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
<PAGE>

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
<PAGE>


                                   EXHIBIT O

         GLOSSARY OF TERMS FOR STANDARD & POOR'S LEVELS(R) VERSION 5.7

APPENDIX E - Standard & Poor's Predatory Lending Categories

            Standard & Poor's has categorized loans governed by anti-predatory
lending laws in the Jurisdictions listed below into three categories based
upon a combination of factors that include (a) the risk exposure associated
with the assignee liability and (b) the tests and thresholds set forth in
those laws. Note that certain loans classified by the relevant statute as
Covered are included in Standard & Poor's High Cost Loan Category because they
included thresholds and tests that are typical of what is generally considered
High Cost by the industry.

<TABLE>
<CAPTION>

Standard & Poor's High Cost Loan Categorization
-----------------------------------------------

----------------------  --------------------------------------------------------------  -------------------------------
                        Name of Anti-Predatory Lending                                  Category under Applicable Anti-
State/Jurisdiction      Law/Effective Date                                              Predatory Lending Law
----------------------  --------------------------------------------------------------  -------------------------------
<S>                     <C>                                                             <C>
Arkansas                Arkansas Home Loan Protection Act, Ark. Code Ann. ss.ss.        High Cost Home Loan
                        23-53-101 et seq.
                                  -- ---

                        Effective July 16, 2003
----------------------  --------------------------------------------------------------  -------------------------------
Cleveland Heights, OH   Ordinance No. 72-2003 (PSH), Mun. Code ss.ss. 757.01            Covered Loan
                        et seq.
                        -- ---

                        Effective June 2, 2003
----------------------  --------------------------------------------------------------  -------------------------------
Colorado                Consumer Equity Protection, Colo. Stat. Ann. ss.ss.             Covered Loan
                        5-3.5-101 et seq.
                                  -- ---
                        Effective for covered loans offered or entered into on
                        or after January 1, 2003. Other provisions of the Act took
                        effect on June 7, 2002
----------------------  --------------------------------------------------------------  -------------------------------
Connecticut             Connecticut Abusive Home Loan Lending Practices Act,            High Cost Home Loan
                        Conn. Gen. Stat ss.ss. 36a-746 et seq.
                                                       -- ---

                        Effective October 1, 2001
----------------------  --------------------------------------------------------------  -------------------------------
District of Columbia    Home Loan Protection Act, D.C. Code ss.ss. 26-1151.01           Covered Loan
                        et seq.
                        -- ----

                        Effective for loans closed on or after January 28, 2003
----------------------  --------------------------------------------------------------  -------------------------------


                                      O-1
<PAGE>


Standard & Poor's High Cost Loan Categorization
-----------------------------------------------

----------------------  --------------------------------------------------------------  -------------------------------
                        Name of Anti-Predatory Lending                                  Category under Applicable Anti-
State/Jurisdiction      Law/Effective Date                                              Predatory Lending Law
----------------------  --------------------------------------------------------------  -------------------------------
Florida                 Fair Lending Act, Fla. Stat. Ann. ss.ss. 494.0078 et seq.       High Cost Home Loan
                                                                          -- ---

                        Effective October 2, 2002
----------------------  --------------------------------------------------------------  -------------------------------
Georgia (Oct. 1, 2002   Georgia Fair Lending Act, Ga. Code Ann. ss.ss. 7-6A-1 et seq.   High Cost Home Loan
- Mar. 6, 2003)                                                               -- ---

                        Effective October 1, 2002 - March 6, 2003
----------------------  --------------------------------------------------------------  -------------------------------
Georgia as amended      Georgia Fair Lending Act, Ga. Code Ann. ss.ss. 7-6A-1 et seq.   High Cost Home Loan
(Mar. 7, 2003 -                                                               -- ---
current)

                        Effective for loans closed on or after March 7, 2003
----------------------  --------------------------------------------------------------  -------------------------------
HOEPA Section 32        Home Ownership and Equity Protection Act of 1994, 15 U.S.C.     High Cost Loan
                        ss. 1639, 12 C.F.R. ss.ss. 226.32 and 226.34

                        Effective October 1, 1995, amendments October 1, 2002
----------------------  --------------------------------------------------------------  -------------------------------
Illinois                High Risk Home Loan Act, Ill. Comp. Stat. tit. 815,             High Risk Home Loan
                        ss.ss. 137/5 et seq.
                                     -- ---

                        Effective January 1, 2004 (prior to this date, regulations
                        under Residential Mortgage License Act effective from May 14,
                        2001)
----------------------  --------------------------------------------------------------  -------------------------------
Kansas                  Consumer Credit Code, Kan. Stat. Ann. ss.ss. 16a-1-101          High Loan to Value Consumer
                        et seq.                                                         Loan (id. ss. 16a-3-207) and;
                        -- ---                                                          -------------------------------
                                                                                        High APR Consumer Loan (id. ss.
                        Sections 16a-1-301 and 16a-3-207 became effective April 14,     16a-3-308a)
                        1999; Section 16a-3-308a became effective July 1, 1999
----------------------- -----------------------------------------------------------------------------------------------
Kentucky                2003 KY H.B. 287 - High Cost Home Loan Act, Ky. Rev. Stat.      High Cost Home Loan
                        ss.ss. 360.100 et seq.
                                       -- ---

                        Effective June 24, 2003
----------------------- -----------------------------------------------------------------------------------------------


                                     O-2
<PAGE>


Standard & Poor's High Cost Loan Categorization
-----------------------------------------------

----------------------  --------------------------------------------------------------  -------------------------------
                        Name of Anti-Predatory Lending                                  Category under Applicable Anti-
State/Jurisdiction      Law/Effective Date                                              Predatory Lending Law
----------------------  --------------------------------------------------------------  -------------------------------
Maine                   Truth in Lending, Me. Rev. Stat. tit. 9 A, ss.ss. 8-101         High Rate High Fee Mortgage
                        et seq.
                        -- ---

                        Effective September 29, 1995 and as amended from time to time
----------------------- -----------------------------------------------------------------------------------------------
Massachusetts           Part 40 and Part 32, 209 C.M.R. ss.ss. 32.00 et seq. and 209    High Cost Home Loan
                        C.M.R. ss.ss. 40.01 et seq.
                                            -- ---

                        Effective March 22, 2001 and amended from time to time
----------------------- -----------------------------------------------------------------------------------------------
Nevada                  Assembly Bill No. 284, Nev. Rev. Stat.ss.ss. 598D.010           Home Loan
                        et seq.
                        -- ---

                        Effective October 1, 2003
----------------------- -----------------------------------------------------------------------------------------------
New Jersey              New Jersey Home Ownership Security Act of 2002, N.J. Rev.       High Cost Home Loan
                        Stat. ss.ss. 46:10B  22 et seq.
                                                -- ---

                        Effective for loans closed on or after November 27, 2003
----------------------  --------------------------------------------------------------  -------------------------------
New Mexico              Home Loan Protection Act, N.M. Rev. Stat. ss.ss. 58-21A-1       High Cost Home Loan
                        et seq.
                        -- ---

                        Effective as of January 1, 2004; Revised as of February 26,
                        2004
----------------------- -----------------------------------------------------------------------------------------------
New York                N.Y. Banking Law Article 6-l                                    High Cost Home Loan

                        Effective for applications made on or after April 1, 2003
----------------------- -----------------------------------------------------------------------------------------------
North Carolina          Restrictions and Limitations on High Cost Home Loans, N.C.      High Cost Home Loan
                        Gen. Stat. ss.ss. 24-1.1E et seq.
                                                  -- ---

                        Effective July 1, 2000; amended October 1, 2003 (adding
                        open-end lines of credit)
----------------------- -----------------------------------------------------------------------------------------------
Ohio                    H.B. 386 (codified in various sections of the Ohio Code), Ohio  Covered Loan
                        Rev. Code Ann. ss.ss. 1349.25 et seq.
                                                      -- ---
----------------------- -----------------------------------------------------------------------------------------------


                                     O-3
<PAGE>



Standard & Poor's High Cost Loan Categorization
-----------------------------------------------

----------------------  --------------------------------------------------------------  -------------------------------
                        Name of Anti-Predatory Lending                                  Category under Applicable Anti-
State/Jurisdiction      Law/Effective Date                                              Predatory Lending Law
----------------------  --------------------------------------------------------------  -------------------------------
                        ss.ss. 1349.25 et seq.
                                       -- ---
                        Effective May 24, 2002
----------------------- -----------------------------------------------------------------------------------------------
Oklahoma                Consumer Credit Code (codified in various sections of Title     Subsection 10 Mortgage
                        14A)

                        Effective July 1, 2000; amended effective January 1, 2004
----------------------  --------------------------------------------------------------  -------------------------------
South Carolina          South Carolina High Cost and Consumer Home Loans Act, S.C.      High Cost Home Loan
                        Code Ann. ss.ss. 37-23-10 et seq.
                                                  -- ---

                        Effective for loans taken on or after January 1, 2004
----------------------- -----------------------------------------------------------------------------------------------
 West Virginia          West Virginia Residential Mortgage Lender, Broker and Servicer  West Virginia Mortgage Loan
                        Act, W. Va. Code Ann. ss.ss. 31-17-1 et seq.                    Act Loan
                                                             -- ---

                        Effective June 5, 2002
----------------------  --------------------------------------------------------------  -------------------------------


Standard & Poor's Covered Loan Categorization
---------------------------------------------

----------------------  --------------------------------------------------------------  -------------------------------
                        Name of Anti-Predatory Lending                                  Category under Applicable Anti-
State/Jurisdiction      Law/Effective Date                                              Predatory Lending Law
----------------------  --------------------------------------------------------------  -------------------------------
Georgia (Oct. 1, 2002   Georgia Fair Lending Act, Ga. Code                              Covered Loan
- Mar. 6, 2003)         Ann. ss.ss. 7-6A-1 et seq.

                        Effective October 1, 2002 - March 6, 2003
----------------------  --------------------------------------------------------------  -------------------------------
New Jersey              New Jersey Home Ownership Security Act of 2002, N.J. Rev.       Covered Home Loan
                        Stat. ss.ss. 46:10B 22 et seq. Effective November 27, 2003 -
                        July 5, 2004
----------------------  --------------------------------------------------------------  -------------------------------


                                     O-4
<PAGE>


Standard & Poor's Home Loan Categorization
------------------------------------------

----------------------  --------------------------------------------------------------  -------------------------------
                        Name of Anti-Predatory Lending                                  Category under Applicable Anti-
State/Jurisdiction      Law/Effective Date                                              Predatory Lending Law
----------------------  --------------------------------------------------------------  -------------------------------
Georgia (Oct. 1, 2002   Georgia Fair Lending Act, Ga. Code Ann. ss.ss. 7-6A-1 et seq.   Home Loan
- Mar. 6, 2003)                                                               -- ---

                        Effective October 1, 2002 - March 6, 2003
----------------------  --------------------------------------------------------------  -------------------------------
New Jersey              New Jersey Home Ownership Security                              Home Loan
                        Act of 2002, N.J. Rev. Stat. ss.ss. 46:10B 22 et seq.
                                                                      -- ---

                        Effective for loans closed on or after November 27, 2003
----------------------  --------------------------------------------------------------  -------------------------------
New Mexico              Home Loan Protection Act, N.M. Rev.Stat. ss.ss. 58-21A-1        Home Loan
                        et seq.
                        -- ---

                        Effective as of January 1, 2004; Revised as of February 26,
                        2004
----------------------  --------------------------------------------------------------  -------------------------------
North Carolina          Restrictions and Limitations on High Cost Home Loans, N.C.      Consumer Home Loan
                        Gen. Stat. ss.ss. 24-1.1E et seq.
                                                  -- ---

                        Effective July 1, 2000; amended October 1, 2003 (adding open-
                        end lines of credit)
----------------------  --------------------------------------------------------------  -------------------------------
South Carolina          South Carolina High Cost and Consumer Home Loans Act, S.C.      Consumer Home Loan
                        Code Ann. ss.ss. 37-23-10 et seq.
                                                  -- ---
                        Effective for loans taken on or after January 1, 2004
----------------------  --------------------------------------------------------------  -------------------------------
</TABLE>


                                     O-5
<PAGE>


                                   EXHIBIT P


                    FORM OF SUPPLEMENTAL TRANSFER AGREEMENT

            THIS SUPPLEMENTAL TRANSFER AGREEMENT, dated as of ____________,
200_ (this "Supplemental Transfer Agreement"), among CWALT, INC., a Delaware
corporation, as depositor (the "Depositor"), COUNTRYWIDE HOME LOANS, INC.
("CHL"), 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" and together with CHL, Park Granada
and Park Monaco, the "Sellers") under the Pooling and Servicing Agreement
referred to below, and THE BANK OF NEW YORK, a New York banking corporation,
as trustee (the "Trustee");

            WHEREAS, the Depositor, the Sellers, the Trustee and Countrywide
Home Loans Servicing LP, as Master Servicer, have entered in the Pooling and
Servicing Agreement, dated as of [month] 1, 200_ (the "Pooling and Servicing
Agreement"), in relation to the Alternative Loan Trust 200_-_, Mortgage
Pass-Through Certificates, Series 200_-_;

            WHEREAS, Section 2.01(e) of the Pooling and Servicing Agreement
provides for the parties hereto to enter into this Supplemental Transfer
Agreement in accordance with the terms and conditions of the Pooling and
Servicing Agreement;

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

      (a) The "Supplemental Transfer Date" with respect to this Supplemental
Transfer Agreement shall be ________, 200_.

      (b) The "Aggregate Supplemental Purchase Amount" with respect to this
Supplemental Transfer Agreement shall be $________.

      (c) The "Capitalized Interest Release Amount" with respect to this
Supplemental Transfer Agreement shall be $________.

      (d) In case any provision of this Supplemental Transfer Agreement shall
be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions or obligations shall not in any way
be affected or impaired thereby.

      (e) In the event of any conflict between the provisions of this
Supplemental Transfer Agreement and the Pooling and Servicing Agreement, the
provisions of the Pooling and Servicing Agreement shall prevail.


                                     P-1
<PAGE>


      (f) This Supplemental Transfer Agreement shall be governed by, and shall
be construed and enforced in accordance with the laws of the State of New
York.

      (g) The Supplemental Transfer Agreement may be executed in one or more
counterparts, each of which so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument.


                                     P-2
<PAGE>


            IN WITNESS WHEREOF, the parties to this Supplemental Transfer
Agreement 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:________________________________
                                               Name:
                                               Title:



                                            COUNTRYWIDE HOME LOANS, INC.,
                                              as a Seller


                                            By:________________________________
                                               Name:
                                               Title:



                                            PARK GRANADA LLC,
                                              as a Seller


                                            By:________________________________
                                               Name:
                                               Title:



                                            PARK MONACO INC.,
                                              as a Seller


                                            By:________________________________
                                               Name:
                                               Title:


                                     P-3
<PAGE>


                                            PARK SIENNA LLC,
                                              as a Seller


                                            By:________________________________
                                               Name:
                                               Title:



                                            THE BANK OF NEW YORK,
                                              not in its individual capacity,
                                              but solely as Trustee


                                            By:________________________________
                                               Name:
                                               Title:






Acknowledged and Agreed:


COUNTRYWIDE HOME LOANS SERVICING LP,
  as Master Servicer


By:  COUNTRYWIDE GP, INC.


By:  _____________________________
        Name:
        Title:


                                     P-4
<PAGE>


                                   EXHIBIT Q

                           FORM OF MONTHLY STATEMENT


                            [On file with Trustee]


                                     Q-1
<PAGE>


                                  EXHIBIT R-1

                      [FORM OF] PERFORMANCE CERTIFICATION
                                 (Subservicer)

                            [On file with Trustee]




                                    R-1-1
<PAGE>


                                  EXHIBIT R-2

                      [FORM OF] PERFORMANCE CERTIFICATION
                                   (Trustee)

                            [On file with Trustee]




                                    R-2-1
<PAGE>


                                   EXHIBIT S

                                   [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":

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------- -------------------
                                                                                                                      Applicable
                                                                                                                       Servicing
                                                               Servicing Criteria                                      Criteria
---------------------------------------------------------------------------------------------------------------- -------------------
         Reference                                            Criteria
-------------------- ------------------------------------------------------------------------------------------- -------------------
                                                  General Servicing Considerations
--------------------                                                                                             -------------------
<S>                  <C>                                                                                         <C>
                     Policies and procedures are instituted to monitor any performance or other triggers and
1122(d)(1)(i)        events of default in accordance with the transaction agreements.
--------------------                                                                                             -------------------
                     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
1122(d)(1)(ii)       such servicing activities.
--------------------                                                                                             -------------------
                     Any requirements in the transaction agreements to maintain a back-up servicer for the
1122(d)(1)(iii)      mortgage loans are maintained.
--------------------                                                                                             -------------------
                     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
1122(d)(1)(iv)       required by and otherwise in accordance with the terms of the transaction agreements.
--------------------                                                                                             -------------------
                                                 Cash Collection and Administration
--------------------                                                                                             -------------------
                     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
1122(d)(2)(i)        other number of days specified in the transaction agreements.
--------------------                                                                                             -------------------
                     Disbursements made via wire transfer on behalf of an obligor or to an investor are made
1122(d)(2)(ii)       only by authorized personnel.
--------------------                                                                                             -------------------
                     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
1122(d)(2)(iii)      specified in the transaction
--------------------                                                                                             -------------------


                                     S-1
<PAGE>


---------------------------------------------------------------------------------------------------------------- -------------------
                                                                                                                      Applicable
                                                                                                                       Servicing
                                                               Servicing Criteria                                      Criteria
---------------------------------------------------------------------------------------------------------------- -------------------
         Reference                                            Criteria
-------------------- ------------------------------------------------------------------------------------------- -------------------
                     agreements.
--------------------                                                                                             -------------------
                     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
1122(d)(2)(iv)       respect to commingling of cash) as set forth in the transaction agreements.
--------------------                                                                                             -------------------
                     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
1122(d)(2)(v)        Exchange Act.
--------------------                                                                                             -------------------
1122(d)(2)(vi)       Unissued checks are safeguarded so as to prevent unauthorized access.
--------------------                                                                                             -------------------
                     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,
1122(d)(2)(vii)      or such other number of days specified in the transaction agreements.
--------------------                                                                                             -------------------
                                                 Investor Remittances and Reporting
--------------------                                                                                             -------------------
                     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
1122(d)(3)(i)        the Servicer.
--------------------                                                                                             -------------------


                                     S-2
<PAGE>


---------------------------------------------------------------------------------------------------------------- -------------------
                                                                                                                      Applicable
                                                                                                                       Servicing
                                                               Servicing Criteria                                      Criteria
---------------------------------------------------------------------------------------------------------------- -------------------
         Reference                                            Criteria
-------------------- ------------------------------------------------------------------------------------------- -------------------
                     Amounts due to investors are allocated and remitted in accordance with timeframes,
1122(d)(3)(ii)       distribution priority and other terms set forth in the transaction agreements.
--------------------                                                                                             -------------------
                     Disbursements made to an investor are posted within two business days to the Servicer's
1122(d)(3)(iii)      investor records, or such other number of days specified in the transaction agreements.
--------------------                                                                                             -------------------
                     Amounts remitted to investors per the investor reports agree with cancelled checks, or
1122(d)(3)(iv)       other form of payment, or custodial bank statements.
--------------------                                                                                             -------------------
                                                     Pool Asset Administration
--------------------                                                                                             -------------------
                     Collateral or security on mortgage loans is maintained as required by the transaction
1122(d)(4)(i)        agreements or related mortgage loan documents.
--------------------                                                                                             -------------------
                     Mortgage loan and related documents are safeguarded as required by the transaction
1122(d)(4)(ii)       agreements.
--------------------                                                                                             -------------------
                     Any additions, removals or substitutions to the asset pool are made, reviewed and
1122(d)(4)(iii)      approved in accordance with any conditions or requirements in the transaction agreements.
--------------------                                                                                             -------------------
                     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.,
1122(d)(4)(iv)       escrow) in accordance with the related mortgage loan documents.
--------------------                                                                                             -------------------
                     The Servicer's records regarding the mortgage loans agree with the Servicer's records
1122(d)(4)(v)        with respect to an obligor's unpaid principal balance.
--------------------                                                                                             -------------------
                     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
1122(d)(4)(vi)       accordance with the transaction agreements and related pool asset documents.
--------------------                                                                                             -------------------
                     Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in
                     lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated,
1122(d)(4)(vii)      conducted and concluded in accordance with
--------------------                                                                                             -------------------


                                     S-3
<PAGE>


---------------------------------------------------------------------------------------------------------------- -------------------
                                                                                                                      Applicable
                                                                                                                       Servicing
                                                               Servicing Criteria                                      Criteria
---------------------------------------------------------------------------------------------------------------- -------------------
         Reference                                            Criteria
-------------------- ------------------------------------------------------------------------------------------- -------------------
                     the timeframes or other requirements established by the transaction agreements.
--------------------                                                                                             -------------------
                     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
1122(d)(4)(viii)     where delinquency is deemed temporary (e.g., illness or unemployment).
--------------------                                                                                             -------------------
                     Adjustments to interest rates or rates of return for mortgage loans with variable rates
1122(d)(4)(ix)       are computed based on the related mortgage loan documents.
--------------------                                                                                             -------------------
                     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
1122(d)(4)(x)        number of days specified in the transaction agreements.
--------------------                                                                                             -------------------
                     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
1122(d)(4)(xi)       the transaction agreements.
--------------------                                                                                             -------------------
                     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
1122(d)(4)(xii)      late payment was due to the obligor's error or omission.
--------------------                                                                                             -------------------
                     Disbursements made on behalf of an obligor are posted within two business days to the
1122(d)(4)(xiii)     obligor's records maintained by the servicer, or such other number of
--------------------                                                                                             -------------------


                                     S-4
<PAGE>


---------------------------------------------------------------------------------------------------------------- -------------------
                                                                                                                      Applicable
                                                                                                                       Servicing
                                                               Servicing Criteria                                      Criteria
---------------------------------------------------------------------------------------------------------------- -------------------
         Reference                                            Criteria
-------------------- ------------------------------------------------------------------------------------------- -------------------
                     days specified in the transaction agreements.
--------------------                                                                                             -------------------
                     Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in
1122(d)(4)(xiv)      accordance with the transaction agreements.
--------------------                                                                                             -------------------
                     Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or
1122(d)(4)(xv)       Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.
--------------------                                                                                             -------------------
                     -------------------------------------------------------------------------------------------

-------------------- ------------------------------------------------------------------------------------------- -------------------
</TABLE>

                                            [NAME OF MASTER SERVICER] [NAME OF
                                            TRUSTEE] [NAME OF CO-TRUSTEE] [NAME
                                            OF SUBSERVICER]


                                            Date:    _________________________


                                            By:  _______________________________
                                            Name:
                                            Title:

                                     S-5
<PAGE>

                                   EXHIBIT T


                           LIST OF ITEM 1119 PARTIES


                        ALTERNATIVE LOAN TRUST 200_-__

                      MORTGAGE PASS-THROUGH CERTIFICATES,
                                Series 200_-__

                                                          [Date]

---------------------------------- ---------------------------------------------
Party                              Contact Information
---------------------------------- ---------------------------------------------

---------------------------------- ---------------------------------------------

---------------------------------- ---------------------------------------------

---------------------------------- ---------------------------------------------

---------------------------------- ---------------------------------------------

---------------------------------- ---------------------------------------------

---------------------------------- ---------------------------------------------

---------------------------------- ---------------------------------------------

---------------------------------- ---------------------------------------------

---------------------------------- ---------------------------------------------


                                     T-1
<PAGE>


                                   EXHIBIT U

                     FORM OF SARBANES-OXLEY CERTIFICATION
                       (REPLACEMENT OF MASTER SERVICER)

                            [On file with Trustee]


                                     U-1