EXHIBIT 4.1




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



                                  CWALT, INC.,
                                    Depositor

                          COUNTRYWIDE HOME LOANS, INC.,
                                     Seller

                                PARK GRANADA LLC,
                                     Seller

                                PARK MONACO INC.,
                                     Seller

                                PARK SIENNA LLC,
                                     Seller

                      COUNTRYWIDE HOME LOANS SERVICING LP,
                                 Master Servicer

                                       and
                              THE BANK OF NEW YORK,
                                     Trustee

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

                         POOLING AND SERVICING AGREEMENT
                             Dated as of May 1, 2007

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



                         ALTERNATIVE LOAN TRUST 2007-OH1


               MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-OH1



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

<PAGE>

<TABLE>
<CAPTION>
                                Table of Contents
                                                                                                               Page

<S>               <C>
ARTICLE I         DEFINITIONS

   SECTION 1.01.        DEFINED TERMS............................................................................18
   SECTION 1.02.        CERTAIN INTERPRETIVE PRINCIPLES..........................................................52

ARTICLE II        CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES

   SECTION 2.01.        CONVEYANCE OF MORTGAGE LOANS.............................................................53
   SECTION 2.02.        ACCEPTANCE BY TRUSTEE OF THE MORTGAGE LOANS..............................................60
   SECTION 2.03.        REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLERS
                        AND MASTER SERVICER......................................................................64
   SECTION 2.04.        REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR AS TO THE MORTGAGE LOANS.................66
   SECTION 2.05.        DELIVERY OF OPINION OF COUNSEL IN CONNECTION WITH SUBSTITUTIONS..........................67
   SECTION 2.06.        EXECUTION AND DELIVERY OF CERTIFICATES...................................................67
   SECTION 2.07.        REMIC MATTERS............................................................................68
   SECTION 2.08.        COVENANTS OF THE MASTER SERVICER.........................................................68

ARTICLE III       ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

   SECTION 3.01.        MASTER SERVICER TO SERVICE MORTGAGE LOANS................................................69
   SECTION 3.02.        SUBSERVICING; ENFORCEMENT OF THE OBLIGATIONS OF SUBSERVICERS.............................70
   SECTION 3.03.        RIGHTS OF THE DEPOSITOR AND THE TRUSTEE IN RESPECT OF THE MASTER SERVICER................70
   SECTION 3.04.        TRUSTEE TO ACT AS MASTER SERVICER........................................................71
   SECTION 3.05.        COLLECTION OF MORTGAGE LOAN PAYMENTS; CERTIFICATE ACCOUNT; DISTRIBUTION ACCOUNT;
                        PRE-FUNDING ACCOUNT; CAPITALIZED INTEREST ACCOUNT; CARRYOVER SHORTFALL RESERVE
                        FUND.....................................................................................71
   SECTION 3.06.        COLLECTION OF TAXES, ASSESSMENTS AND SIMILAR ITEMS; ESCROW ACCOUNTS......................75
   SECTION 3.07.        ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION REGARDING THE MORTGAGE LOANS.............76
   SECTION 3.08.        PERMITTED WITHDRAWALS FROM THE CERTIFICATE ACCOUNT; THE DISTRIBUTION ACCOUNT AND
                        THE CARRYOVER SHORTFALL RESERVE FUND.....................................................76
   SECTION 3.09.        MAINTENANCE OF HAZARD INSURANCE; MAINTENANCE OF PRIMARY INSURANCE POLICIES...............78
   SECTION 3.10.        ENFORCEMENT OF DUE-ON-SALE CLAUSES; ASSUMPTION AGREEMENTS................................79
   SECTION 3.11.        REALIZATION UPON DEFAULTED MORTGAGE LOANS; REPURCHASE OF CERTAIN MORTGAGE LOANS..........81
   SECTION 3.12.        TRUSTEE TO COOPERATE; RELEASE OF MORTGAGE FILES..........................................84
   SECTION 3.13.        DOCUMENTS, RECORDS AND FUNDS IN POSSESSION OF MASTER SERVICER TO BE HELD FOR THE
                        TRUSTEE..................................................................................85
   SECTION 3.14.        SERVICING COMPENSATION...................................................................86
   SECTION 3.15.        ACCESS TO CERTAIN DOCUMENTATION..........................................................86
   SECTION 3.16.        ANNUAL STATEMENT AS TO COMPLIANCE........................................................86
   SECTION 3.17.        ERRORS AND OMISSIONS INSURANCE; FIDELITY BONDS...........................................87
   SECTION 3.18.        NOTIFICATION OF ADJUSTMENTS..............................................................87
   SECTION 3.19.        [RESERVED]...............................................................................87
   SECTION 3.20.        PREPAYMENT CHARGES.......................................................................87
   SECTION 3.21.        SWAP CONTRACT............................................................................88

ARTICLE IV        DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER

   SECTION 4.01.        ADVANCES.................................................................................91
   SECTION 4.02.        PRIORITIES OF DISTRIBUTION...............................................................92
   SECTION 4.03.        ALLOCATION OF NET DEFERRED INTEREST......................................................98
   SECTION 4.04.        ALLOCATION OF REALIZED LOSSES............................................................98
   SECTION 4.05.        [RESERVED]...............................................................................99
   SECTION 4.06.        MONTHLY STATEMENTS TO CERTIFICATEHOLDERS.................................................99



                                                         i
<PAGE>

   SECTION 4.07.        [RESERVED]..............................................................................100
   SECTION 4.08.        DETERMINATION OF PASS-THROUGH RATES FOR LIBOR CERTIFICATES..............................100
   SECTION 4.09.        SWAP TRUST AND SWAP ACCOUNT.............................................................101

ARTICLE V         THE CERTIFICATES

   SECTION 5.01.        THE CERTIFICATES........................................................................103
   SECTION 5.02.        CERTIFICATE REGISTER; REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES.............103
   SECTION 5.03.        MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.......................................108
   SECTION 5.04.        PERSONS DEEMED OWNERS...................................................................108
   SECTION 5.05.        ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND ADDRESSES...............................109
   SECTION 5.06.        MAINTENANCE OF OFFICE OR AGENCY.........................................................109

ARTICLE VI        THE DEPOSITOR AND THE MASTER SERVICER

   SECTION 6.01.        RESPECTIVE LIABILITIES OF THE DEPOSITOR AND THE MASTER SERVICER.........................110
   SECTION 6.02.        MERGER OR CONSOLIDATION OF THE DEPOSITOR OR THE MASTER SERVICER.........................110
   SECTION 6.03.        LIMITATION ON LIABILITY OF THE DEPOSITOR, THE SELLERS, THE MASTER SERVICER AND
                        OTHERS..................................................................................110
   SECTION 6.04.        LIMITATION ON RESIGNATION OF MASTER SERVICER............................................111

ARTICLE VII       DEFAULT

   SECTION 7.01.        EVENTS OF DEFAULT.......................................................................112
   SECTION 7.02.        TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR................................................114
   SECTION 7.03.        NOTIFICATION TO CERTIFICATEHOLDERS......................................................115

ARTICLE VIII      CONCERNING THE TRUSTEE

   SECTION 8.01.        DUTIES OF TRUSTEE.......................................................................116
   SECTION 8.02.        CERTAIN MATTERS AFFECTING THE TRUSTEE...................................................117
   SECTION 8.03.        TRUSTEE NOT LIABLE FOR CERTIFICATES OR MORTGAGE LOANS...................................118
   SECTION 8.04.        TRUSTEE MAY OWN CERTIFICATES............................................................118
   SECTION 8.05.        TRUSTEE'S FEES AND EXPENSES.............................................................119
   SECTION 8.06.        ELIGIBILITY REQUIREMENTS FOR TRUSTEE....................................................119
   SECTION 8.07.        RESIGNATION AND REMOVAL OF TRUSTEE......................................................120
   SECTION 8.08.        SUCCESSOR TRUSTEE.......................................................................121
   SECTION 8.09.        MERGER OR CONSOLIDATION OF TRUSTEE......................................................121
   SECTION 8.10.        APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE...........................................122
   SECTION 8.11.        TAX MATTERS.............................................................................123
   SECTION 8.12.        MONITORING OF SIGNIFICANCE PERCENTAGE...................................................125

ARTICLE IX        TERMINATION

   SECTION 9.01.        TERMINATION UPON LIQUIDATION OR PURCHASE OF ALL MORTGAGE LOANS..........................127
   SECTION 9.02.        FINAL DISTRIBUTION ON THE CERTIFICATES..................................................127
   SECTION 9.03.        ADDITIONAL TERMINATION REQUIREMENTS.....................................................128

ARTICLE X         MISCELLANEOUS PROVISIONS

   SECTION 10.01.       AMENDMENT...............................................................................129
   SECTION 10.02.       RECORDATION OF AGREEMENT; COUNTERPARTS..................................................131
   SECTION 10.03.       GOVERNING LAW...........................................................................131
   SECTION 10.04.       INTENTION OF PARTIES....................................................................131
   SECTION 10.05.       NOTICES.................................................................................133
   SECTION 10.06.       SEVERABILITY OF PROVISIONS..............................................................134
   SECTION 10.07.       ASSIGNMENT..............................................................................134
   SECTION 10.08.       LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS..............................................135
   SECTION 10.09.       INSPECTION AND AUDIT RIGHTS.............................................................135
   SECTION 10.10.       CERTIFICATES NONASSESSABLE AND FULLY PAID...............................................136
   SECTION 10.11.       [RESERVED]..............................................................................136
   SECTION 10.12.       PROTECTION OF ASSETS....................................................................136



                                                         ii
<PAGE>

ARTICLE XI        EXCHANGE ACT REPORTING

   SECTION 11.01.       FILING OBLIGATIONS......................................................................136
   SECTION 11.02.       FORM 10-D FILINGS.......................................................................137
   SECTION 11.03.       FORM 8-K FILINGS........................................................................138
   SECTION 11.04.       FORM 10-K FILINGS.......................................................................138
   SECTION 11.05.       SARBANES-OXLEY CERTIFICATION............................................................139
   SECTION 11.06.       FORM 15 FILING..........................................................................139
   SECTION 11.07.       REPORT ON ASSESSMENT OF COMPLIANCE AND ATTESTATION......................................139
   SECTION 11.08.       USE OF SUBSERVICERS AND SUBCONTRACTORS..................................................141
   SECTION 11.09.       AMENDMENTS..............................................................................142
   SECTION 11.10.       RECONCILIATION OF ACCOUNTS..............................................................142


                                    SCHEDULES
Schedule I:                Mortgage Loan Schedule.............................................................S-I-1
Schedule II-A:             Representations and Warranties of Countrywide...................................S-II-A-1
Schedule II-B:             Representations and Warranties of Park Granada..................................S-II-B-1
Schedule II-C:             Representations and Warranties of Park Monaco...................................S-II-C-1
Schedule II-D              Representations and Warranties of Park Sienna...................................S-II-D-1
Schedule III-A:            Representations and Warranties of Countrywide as to all
                           of the Mortgage Loans..........................................................S-III-A-1
Schedule III-B:            Representations and Warranties of Countrywide as to the
                           Countrywide Mortgage Loans.....................................................S-III-B-1
Schedule III-C:            Representations and Warranties of Park Granada as to the
                           Park Granada Mortgage Loans....................................................S-III-C-1
Schedule III-D:            Representations and Warranties of Park Monaco
                           as to the Park Monaco Mortgage Loans...........................................S-III-D-1
Schedule III-E:            Representations and Warranties of Park Sienna
                           as to the Park Sienna Mortgage Loans...........................................S-III-E-1
Schedule IV:               Representations and Warranties of the Master Servicer.............................S-IV-1
Schedule V:                Principal Balance Schedules [if applicable]........................................S-V-1
Schedule VI:               Form of Monthly Master Servicer Report............................................S-VI-1

                                    EXHIBITS

Exhibit A:                 Form of Senior Certificate (other than Notional Amount
                           Certificates)........................................................................A-1
Exhibit B:                 Form of Subordinated Certificate.....................................................B-1
Exhibit C-1:               Form of Residual Certificate.......................................................C-1-1
Exhibit C-2:               [Reserved].........................................................................C-2-1
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-1-1
Exhibit F-2:               Form of Initial Certification of Trustee (Supplemental Mortgage Loans).............F-2-1
Exhibit G-1:               Form of Delay Delivery Certification (Initial Mortgage Loans)......................G-1-1
Exhibit G-2:               Form of Delay Delivery Certification (Supplemental Mortgage Loans).................G-2-1



                                                        iii
<PAGE>

Exhibit H-1:               Form of Final Certification of Trustee (Initial Mortgage Loans)....................H-1-1
Exhibit H-2:               Form of Final Certification of Trustee (Supplemental Mortgage Loans)...............H-2-1
Exhibit I:                 Form of Transfer Affidavit...........................................................I-1
Exhibit J-1:               Form of Transferor Certificate (Residual)..........................................J-1-1
Exhibit J-2:               Form of Transferor Certificate (Private)...........................................J-2-1
Exhibit K:                 Form of Investment Letter [Non-Rule 144A]............................................K-1
Exhibit L-1:               Form of Rule 144A Letter...........................................................L-1-1
Exhibit L-2:               Form of ERISA Letter (Covered Certificates)........................................L-2-1
Exhibit M:                 Form of Request for Release (for Trustee)............................................M-1
Exhibit N:                 Form of Request for Release of Documents (Mortgage Loan
                           Paid in Full, Repurchased and Replaced)..............................................N-1
Exhibit O:                 Standard & Poor's LEVELS(R) Version 5.7 Glossary Revised,
                           Appendix E...........................................................................O-1
Exhibit P:                 Form of Supplemental Transfer Agreement..............................................P-1
Exhibit Q:                 Monthly Report.......................................................................Q-1
Exhibit R-1:               Form of Performance Certification (Subservicer)....................................R-1-1
Exhibit R-2:               Form of Performance Certification (Trustee)........................................R-2-1
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>



                                                         iv
<PAGE>

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

                                 WITNESSETH THAT

      In consideration of the mutual agreements 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. As provided herein, the Trustee
will elect that the Trust Fund (excluding the Carryover Shortfall Reserve
Fund) be treated for federal income tax purposes as three real estate mortgage
investment conduits (each a "REMIC," or in the alternative, the Swap-IO REMIC,
the "Expanding Strip ("ES") REMIC," and the "Master REMIC," respectively). The
Master REMIC will hold as assets the several classes of uncertificated ES
REMIC Interests (other than the Class ES-A-R Interest). Each Certificate,
other than the Class A-R Certificate, will represent ownership of one or more
REMIC regular interests in the Master REMIC. The Class A-R Certificate will
represent ownership of the sole class of REMIC residual interest in each of
the Swap-IO REMIC, the ES REMIC and the Master REMIC. The ES REMIC will hold
as assets the several classes of uncertificated Swap-IO REMIC Interests (other
than the Class SW-A-R Interest). The uncertificated ES REMIC Interests (other
than the Class ES-A-R Interest) are designated as REMIC regular interests in
the ES REMIC. The ES-A-R Interest is designated as the sole Class of REMIC
residual interest in the ES REMIC. The Swap-IO REMIC will hold as assets all
the assets of the Trust Fund (excluding the Carryover Shortfall Reserve Fund).
The uncertificated Swap-IO REMIC Interests (other than the Class SW-A-R
Interest) are designated as REMIC regular interests in the Swap-IO REMIC. The
SW-A-R Interest is designated as the sole Class of REMIC residual interest in
the Swap-IO REMIC. The "latest possible maturity date," for federal income tax
purposes, of all REMIC regular interests created hereby will be the Latest
Possible Maturity Date. None of the REMICs described herein shall hold any
interest in the Swap Trust, Swap Contract or Swap Account.

      The following table specifies the Class designation, interest rate, and
principal amount for each Class of Swap-IO REMIC Interests:

Swap-IO REMIC Interest         Initial Principal Balance(1)    Pass-Through Rate
----------------------         -------------------------       ----------------
        SWR-1A                      $ 8,596,050.00                  (2)

<PAGE>

Swap-IO REMIC Interest         Initial Principal Balance(1)    Pass-Through Rate
----------------------         -------------------------       ----------------
        SWR-1B                      $ 8,596,050.00                  (3)

        SWR-2A                      $ 8,292,950.00                  (2)

        SWR-2B                      $ 8,292,950.00                  (3)

        SWR-3A                      $ 8,000,500.00                  (2)

        SWR-3B                      $ 8,000,500.00                  (3)

        SWR-4A                      $ 7,718,400.00                  (2)

        SWR-4B                      $ 7,718,400.00                  (3)

        SWR-5A                      $ 7,446,200.00                  (2)

        SWR-5B                      $ 7,446,200.00                  (3)

        SWR-6A                      $ 7,183,650.00                  (2)

        SWR-6B                      $ 7,183,650.00                  (3)

        SWR-7A                      $ 6,930,350.00                  (2)

        SWR-7B                      $ 6,930,350.00                  (3)

        SWR-8A                      $ 6,685,950.00                  (2)

        SWR-8B                      $ 6,685,950.00                  (3)

        SWR-9A                      $ 6,450,200.00                  (2)

        SWR-9B                      $ 6,450,200.00                  (3)

        SWR-10A                     $ 6,222,750.00                  (2)

        SWR-10B                     $ 6,222,750.00                  (3)

        SWR-11A                     $ 6,003,350.00                  (2)

        SWR-11B                     $ 6,003,350.00                  (3)

        SWR-12A                     $ 5,791,650.00                  (2)

        SWR-12B                     $ 5,791,650.00                  (3)



                                        2
<PAGE>

Swap-IO REMIC Interest         Initial Principal Balance(1)    Pass-Through Rate
----------------------         -------------------------       ----------------
        SWR-13A                     $ 5,587,450.00                  (2)

        SWR-13B                     $ 5,587,450.00                  (3)

        SWR-14A                     $ 5,390,400.00                  (2)

        SWR-14B                     $ 5,390,400.00                  (3)

        SWR-15A                     $ 5,200,350.00                  (2)

        SWR-15B                     $ 5,200,350.00                  (3)

        SWR-16A                     $ 5,016,950.00                  (2)

        SWR-16B                     $ 5,016,950.00                  (3)

        SWR-17A                     $ 4,840,050.00                  (2)

        SWR-17B                     $ 4,840,050.00                  (3)

        SWR-18A                     $ 4,669,400.00                  (2)

        SWR-18B                     $ 4,669,400.00                  (3)

        SWR-19A                     $ 4,504,750.00                  (2)

        SWR-19B                     $ 4,504,750.00                  (3)

        SWR-20A                     $ 4,345,900.00                  (2)

        SWR-20B                     $ 4,345,900.00                  (3)

        SWR-21A                     $ 4,192,650.00                  (2)

        SWR-21B                     $ 4,192,650.00                  (3)

        SWR-22A                     $ 4,044,800.00                  (2)

        SWR-22B                     $ 4,044,800.00                  (3)

        SWR-23A                     $ 3,902,150.00                  (2)

        SWR-23B                     $ 3,902,150.00                  (3)

        SWR-24A                     $ 3,764,550.00                  (2)



                                        3
<PAGE>

Swap-IO REMIC Interest         Initial Principal Balance(1)    Pass-Through Rate
----------------------         -------------------------       ----------------
        SWR-24B                     $ 3,764,550.00                  (3)

        SWR-25A                     $ 3,631,850.00                  (2)

        SWR-25B                     $ 3,631,850.00                  (3)

        SWR-26A                     $ 3,503,750.00                  (2)

        SWR-26B                     $ 3,503,750.00                  (3)

        SWR-27A                     $ 3,380,200.00                  (2)

        SWR-27B                     $ 3,380,200.00                  (3)

        SWR-28A                     $ 3,261,000.00                  (2)

        SWR-28B                     $ 3,261,000.00                  (3)

        SWR-29A                     $ 3,146,050.00                  (2)

        SWR-29B                     $ 3,146,050.00                  (3)

        SWR-30A                     $ 3,035,100.00                  (2)

        SWR-30B                     $ 3,035,100.00                  (3)

        SWR-31A                     $ 2,928,050.00                  (2)

        SWR-31B                     $ 2,928,050.00                  (3)

        SWR-32A                     $ 2,824,800.00                  (2)

        SWR-32B                     $ 2,824,800.00                  (3)

        SWR-33A                     $ 2,725,200.00                  (2)

        SWR-33B                     $ 2,725,200.00                  (3)

        SWR-34A                     $ 2,629,100.00                  (2)

        SWR-34B                     $ 2,629,100.00                  (3)

        SWR-35A                     $ 2,536,400.00                  (2)

        SWR-35B                     $ 2,536,400.00                  (3)



                                        4
<PAGE>

Swap-IO REMIC Interest         Initial Principal Balance(1)    Pass-Through Rate
----------------------         -------------------------       ----------------
        SWR-36A                     $ 2,446,950.00                  (2)

        SWR-36B                     $ 2,446,950.00                  (3)

        SWR-37A                     $ 2,360,700.00                  (2)

        SWR-37B                     $ 2,360,700.00                  (3)

        SWR-38A                     $ 2,277,450.00                  (2)

        SWR-38B                     $ 2,277,450.00                  (3)

        SWR-39A                     $ 2,197,150.00                  (2)

        SWR-39B                     $ 2,197,150.00                  (3)

        SWR-40A                     $ 2,119,650.00                  (2)

        SWR-40B                     $ 2,119,650.00                  (3)

        SWR-41A                     $ 2,044,900.00                  (2)

        SWR-41B                     $ 2,044,900.00                  (3)

        SWR-42A                     $ 1,972,800.00                  (2)

        SWR-42B                     $ 1,972,800.00                  (3)

        SWR-43A                     $ 1,903,250.00                  (2)

        SWR-43B                     $ 1,903,250.00                  (3)

        SWR-44A                     $ 1,836,150.00                  (2)

        SWR-44B                     $ 1,836,150.00                  (3)

        SWR-45A                     $ 1,771,400.00                  (2)

        SWR-45B                     $ 1,771,400.00                  (3)

        SWR-46A                     $ 1,708,950.00                  (2)

        SWR-46B                     $ 1,708,950.00                  (3)

        SWR-47A                     $ 1,648,650.00                  (2)



                                        5
<PAGE>

Swap-IO REMIC Interest         Initial Principal Balance(1)    Pass-Through Rate
----------------------         -------------------------       ----------------
        SWR-47B                     $ 1,648,650.00                  (3)

        SWR-48A                     $ 1,590,550.00                  (2)

        SWR-48B                     $ 1,590,550.00                  (3)

        SWR-49A                     $ 1,534,450.00                  (2)

        SWR-49B                     $ 1,534,450.00                  (3)

        SWR-50A                     $ 1,480,350.00                  (2)

        SWR-50B                     $ 1,480,350.00                  (3)

        SWR-51A                     $ 1,428,150.00                  (2)

        SWR-51B                     $ 1,428,150.00                  (3)

        SWR-52A                     $ 1,377,800.00                  (2)

        SWR-52B                     $ 1,377,800.00                  (3)

        SWR-53A                     $ 1,329,200.00                  (2)

        SWR-53B                     $ 1,329,200.00                  (3)

        SWR-54A                     $ 1,282,350.00                  (2)

        SWR-54B                     $ 1,282,350.00                  (3)

        SWR-55A                     $ 1,237,100.00                  (2)

        SWR-55B                     $ 1,237,100.00                  (3)

        SWR-56A                     $ 1,193,500.00                  (2)

        SWR-56B                     $ 1,193,500.00                  (3)

        SWR-57A                     $ 1,151,400.00                  (2)

        SWR-57B                     $ 1,151,400.00                  (3)

        SWR-58A                     $ 1,110,800.00                  (2)

        SWR-58B                     $ 1,110,800.00                  (3)



                                        6
<PAGE>

Swap-IO REMIC Interest         Initial Principal Balance(1)    Pass-Through Rate
----------------------         -------------------------       ----------------
        SWR-59A                     $ 1,071,650.00                  (2)

        SWR-59B                     $ 1,071,650.00                  (3)

        SWR-60A                     $ 1,033,850.00                  (2)

        SWR-60B                     $ 1,033,850.00                  (3)

        SWR-61A                    $ 28,285,200.00                  (2)

        SWR-61B                    $ 28,285,200.00                  (3)

        SWR-Support                            (4)                  (5)
        SWR-P                      $        100.00                  (6)
        SW-A-R                                  (7)                 (7)

------------------
(1)    Scheduled principal, prepayments and Realized Losses will be allocated
       first, to the SWR-Support Interest and second, to the numbered classes
       sequentially (from lowest to highest). Amounts so allocated to a numbered
       class shall be further allocated among the "A" and "B" components of such
       numbered class pro-rata until the entire class is reduced to zero.

(2)    Prior to the 62nd Distribution Date, a rate equal to twice the Pool WAC
       less 10.24% per annum (but not less than 0.00%). On and after the 62nd
       Distribution Date a rate equal to the Pool WAC. The "Pool WAC" means the
       weighted average of the Adjusted Net Mortgage Rates of all the Mortgage
       Loans.

(3)    Prior to the 62nd Distribution Date, a rate equal to the lesser of (i)
       10.24% per annum and (ii) twice the Pool WAC. On and after the 62nd
       Distribution Date, a rate equal to the Pool WAC.

(4)    On the Closing Date and on each Distribution Date, following the
       allocation of Principal Amounts and Realized Losses, the principal
       balance in respect of the SWR-Support Interest will equal the excess of
       (a) the principal balance of the Mortgage Loans (as of the end of the
       related Due Period, reduced by principal prepayments received after such
       Due Period that are to be distributed on such Distribution Date) over (b)
       the principal balance in respect of the remaining Swap-IO REMIC Interests
       other than the SWR-P and the SWR-A-R Interests.

(5)    A rate equal to the Pool WAC.

(6)    On each Distribution Date the Class SWR-P Interest is entitled to all
       Prepayment Charges collected with respect to the Mortgage Loans. It pays
       no interest.

(7)    The Class SW-A-R Interest is the sole class of residual interest in the
       Swap-IO REMIC. It has no principal and pays no principal or interest.

         On each Distribution Date, the Interest Funds and the Principal
Distribution Amount payable with respect to the Mortgage Loans shall be payable
with respect to the Swap-IO REMIC Interests in the following manner:



                                        7
<PAGE>

         (1) Interest. Interest is to be distributed with respect to each
Swap-IO REMIC Interest at the rate, or according to the formulas, described
above.

         (2) Principal. Principal Distribution Amounts shall be allocated among
the Swap-IO REMIC Interests as described above.

         (3) Prepayment Penalties. All Prepayment Charges are allocated to the
SWR-P Interest.



                                        8
<PAGE>

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

-------------------------------------------------------------------------------
 Expanding Strip        Initial Principal      Interest         Corresponding
 REMIC Interest              Balance             Rate           Master REMIC
                                                                Certificate
-------------------------------------------------------------------------------
ES-SR-A-1-A                     (1)               (3)           Class A-1-A
-------------------------------------------------------------------------------
ES-SR-A-1-B                     (1)               (3)           Class A-1-B
-------------------------------------------------------------------------------
ES-SR-A-1-C                     (1)               (3)           Class A-1-C
-------------------------------------------------------------------------------
ES-SR-A-1-D                     (1)               (3)           Class A-1-D
-------------------------------------------------------------------------------
ES-SR-A-2-A                     (1)               (3)           Class A-2-A
-------------------------------------------------------------------------------
ES-SR-A-2-B                     (1)               (3)           Class A-2-B
-------------------------------------------------------------------------------
ES-SR-A-2-C                     (1)               (3)           Class A-2-C
-------------------------------------------------------------------------------
ES-SR-A-2-D                     (1)               (3)           Class A-2-D
-------------------------------------------------------------------------------
ES-SR-A-3                       (1)               (3)            Class A-3
-------------------------------------------------------------------------------
ES-X-1-Accrual                  (1)               (3)               N/A
-------------------------------------------------------------------------------
ES-$100                        $100               (3)            Class A-R
-------------------------------------------------------------------------------
ES-SB-M-1                       (2)               (3)            Class M-1
-------------------------------------------------------------------------------
ES-SB-M-2                       (2)               (3)            Class M-2
-------------------------------------------------------------------------------
ES-SB-M-3                       (2)               (3)            Class M-3
-------------------------------------------------------------------------------
ES-SB-M-4                       (2)               (3)            Class M-4
-------------------------------------------------------------------------------
ES-SB-M-5                       (2)               (3)            Class M-5
-------------------------------------------------------------------------------
ES-SB-M-6                       (2)               (3)            Class M-6
-------------------------------------------------------------------------------
ES-SB-M-7                       (2)               (3)            Class M-7
-------------------------------------------------------------------------------
ES-SB-M-8                       (2)               (3)            Class M-8
-------------------------------------------------------------------------------
ES-SB-M-9                       (2)               (3)            Class M-9
-------------------------------------------------------------------------------
ES-SB-B-1                       (2)               (3)            Class B-1
-------------------------------------------------------------------------------
ES-SB-B-2                       (2)               (3)            Class B-2
-------------------------------------------------------------------------------
ES-SB-B-3                       (2)               (3)            Class B-3
-------------------------------------------------------------------------------
ES-X-2-Accrual                  (2)               (3)               N/A
-------------------------------------------------------------------------------
ES-Swap IO                      (4)               (4)               N/A
-------------------------------------------------------------------------------
ES-A-R                          (5)               (5)               N/A
-------------------------------------------------------------------------------
ES-P                            $100              (6)            Class X-P
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(1)    Each Class ES-SR Interest has a principal balance that is initially equal
       to 50% of its Corresponding Certificate Class issued by the Master REMIC.
       The Class ES-X-1-Accrual Interest has a principal balance that is
       initially equal to the aggregate of the initial principal balances of the
       Class ES-SR Interests.

(2)    Each Class ES-SB Interest has a principal balance that is initially equal
       to 50% of its Corresponding Certificate Class issued by the Master REMIC.
       The Class ES-X-2- Accrual Interest has a principal balance that is
       initially equal to the aggregate of the initial principal balances of the
       Class ES-SB Interests.

(3)    The Pass-Through Rate will equal the weighted average of the Pass-Through
       Rates of the Swap IO REMIC Interests treating each "B" interest as capped
       at a rate equal to the product of (i) 2 and (ii) LIBOR on each
       Distribution Date whose cardinal number preceding such designation (e.g.,
       -1, -2, -3) is not exceeded by the ordinal number of the



                                        9
<PAGE>

       Distribution Date following the Closing Date (e.g., first, second,
       third) for such Distribution Date (the "REMIC Cap").

(4)    For each Distribution Date, the Class ES-Swap IO Interest shall be
       entitled to receive from each "B" interest whose cardinal number
       preceding such designation (e.g., -1, -2, -3) is not exceeded by the
       ordinal number of the Distribution Date following the Closing Date (e.g.,
       first, second, third) for such Distribution Date, the interest accruing
       on such Interest in excess of an amount of interest accruing on such
       Interest's balance at a rate equal to the excess of (1) 10.24%, over (2)
       the product of: (a) 2 and (b) LIBOR.

(5)    The Class ES-A-R Interest is the sole Class of residual interest in the
       ES REMIC. It pays no interest or principal.

(6)    The Class ES-P Interest is entitled all Prepayment Charges paid on the
       Mortgage Loans and all Master Servicer Prepayment Charge Amounts.

         On each Distribution Date, the Available Funds payable with respect to
the Mortgage Loans and all prepayment charges and any Master Servicer Prepayment
Charge Amounts for such Distribution Date shall be distributed with respect to
the ES REMIC Interests in the following manner:

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

         (2) Principal. Principal payments, both scheduled and prepaid, Realized
Losses, Subsequent Recoveries and interest accruing on the Mortgage Loans will
be allocated (a) to each Class ES-SR and ES-SB Interest so as to maintain its
size relative to its Corresponding Certificate Class (that is, 50%) with any
excess payments of principal, Realized Losses, Subsequent Recoveries and
interest accruing on the Mortgage Loans being allocated (b) to (i) the Class
ES-X-1-Accrual Interest so as to cause the principal balance of the Class
ES-X-1-Accrual Interest to have a principal balance equal to the sum of (A) the
aggregate principal balance of the Class ES-SR Interests and (B) 100% of the Net
Deferred Interest allocated to the Class X-P PO-1 Component of the Class X-P
Certificates and (ii) the Class ES-X-2-Accrual Interest so as to cause the
principal balance of the Class ES-X-2-Accrual Interest to have a principal
balance equal to the sum of (A) the principal balance of the Class ES-SB
Interests and (B) 100% of the Net Deferred Interest allocated to the Class X-P
PO-2 Component of the Class X-P Certificates. For purposes of clauses (a) and
(b) in the immediately preceding sentence, the principal balances of the
Corresponding Certificate Classes will be adjusted as if any excess of LIBOR
plus the related Pass-Through Margin subject to a cap equal to the REMIC Cap
over the Net Rate Cap for such Class of Certificates and any Distribution Date,
to the extent attributable to Net Deferred Interest, were treated as deferred
interest that is added to the principal balances of such Certificates.

         (3) Prepayment Charges. Any Prepayment Charges paid on the Mortgage
Loans and any Master Servicer Prepayment Charge Amounts will be allocated to the
Class ES-P Interest.



                                       10
<PAGE>

      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 Residual Certificate
representing the Tax Matters Person Certificate may be issued in a different
amount for each Class of REMIC Interest):

<TABLE>
<CAPTION>
===================================================================================================================
                                                       Pass-                                          Integral
                             Initial Class            Through                                         Multiples
   Class                      Certificate               Rate               Minimum                  in Excess of
Designation                     Balance              (per annum)          Denomination                 Minimum
-------------------------------------------------------------------------------------------------------------------
<S>                     <C>                            <C>                <C>                          <C>
Class A-1-A             $     34,120,000                 (1)              $ 25,000.00                  $1.00
-------------------------------------------------------------------------------------------------------------------
Class A-1-B             $     84,096,000                 (1)              $ 25,000.00                  $1.00
-------------------------------------------------------------------------------------------------------------------
Class A-1-C             $     11,203,000                 (1)              $ 25,000.00                  $1.00
-------------------------------------------------------------------------------------------------------------------
Class A-1-D             $    146,322,000                 (1)              $ 25,000.00                  $1.00
-------------------------------------------------------------------------------------------------------------------
Class A-2-A             $     15,072,000                 (1)              $ 25,000.00                  $1.00
-------------------------------------------------------------------------------------------------------------------
Class A-2-B             $     37,149,000                 (1)              $ 25,000.00                  $1.00
-------------------------------------------------------------------------------------------------------------------
Class A-2-C             $      4,949,000                 (1)              $ 25,000.00                  $1.00
-------------------------------------------------------------------------------------------------------------------
Class A-2-D             $     57,721,000                 (1)              $ 25,000.00                  $1.00
-------------------------------------------------------------------------------------------------------------------
Class A-3               $     68,935,000                 (1)              $ 25,000.00                  $1.00
-------------------------------------------------------------------------------------------------------------------
Class A-R               $            100                 (2)                  (3)                       (3)
-------------------------------------------------------------------------------------------------------------------
Class X-P               $    507,808,816(4)           (5)(6)(7)           $100,000.00(8)               $1.00(8)
-------------------------------------------------------------------------------------------------------------------
Class M-1               $     11,171,000                 (1)              $ 25,000.00                  $1.00
-------------------------------------------------------------------------------------------------------------------
Class M-2               $      7,363,000                 (1)              $ 25,000.00                  $1.00
-------------------------------------------------------------------------------------------------------------------
Class M-3               $      3,301,000                 (1)              $ 25,000.00                  $1.00
-------------------------------------------------------------------------------------------------------------------
Class M-4               $      3,555,000                 (1)              $ 25,000.00                  $1.00
-------------------------------------------------------------------------------------------------------------------
Class M-5               $      2,539,000                 (1)              $ 25,000.00                  $1.00
-------------------------------------------------------------------------------------------------------------------
Class M-6               $      2,031,000                 (1)              $ 25,000.00                  $1.00
-------------------------------------------------------------------------------------------------------------------
Class M-7               $      2,031,000                 (1)              $ 25,000.00                  $1.00
-------------------------------------------------------------------------------------------------------------------
Class M-8               $      1,524,000                 (1)              $ 25,000.00                  $1.00
-------------------------------------------------------------------------------------------------------------------
Class M-9               $      2,031,000                 (1)              $ 25,000.00                  $1.00
-------------------------------------------------------------------------------------------------------------------
Class B-1               $      4,316,000                 (1)              $100,000.00                  $1.00
-------------------------------------------------------------------------------------------------------------------
Class B-2               $      4,825,000                 (1)              $100,000.00                  $1.00
-------------------------------------------------------------------------------------------------------------------
Class B-3               $      3,554,816                 (1)              $100,000.00                  $1.00
===================================================================================================================
</TABLE>

-------------------------------------------------------------------------------
(1)      The Pass-Through Rate for this Class for each Interest Accrual Period
         related to each Distribution Date will be a per annum rate equal to the
         least of (a) LIBOR plus the applicable Pass-Through Margin for such
         Class, (b) the Net Rate Cap and (c) 10%. Solely for federal income tax
         purposes: (i) the principal balances of each Class of Certificates will
         be adjusted as if any excess of LIBOR plus the related Pass-Through
         Margin subject to a cap equal to the REMIC Cap over the related Net
         Rate Cap for such Class of Certificates and any Distribution Date, to
         the extent attributable to Net Deferred Interest, were treated as
         deferred interest that is added to the principal balances of such
         Certificates, (ii) all interest accruals in respect of the Class A,
         Class M and Class B Certificates in excess of the REMIC Cap will be
         treated as a paid pursuant to a limited recourse interest rate cap
         contract as provided in Section 8.11. The Pass-Through Rates for the
         LIBOR Certificates for the Interest Accrual Period related to the first
         Distribution



                                       11
<PAGE>

         Date, without giving effect to the Net Rate Cap, will be as set forth
         in the following table:

                                                 Initial Pass-Through
       Class of Certificates                          Rate(%)(1)
      -----------------------------              --------------------
      Class A-1-A                                       5.4100
      Class A-1-B                                       5.5200
      Class A-1-C                                       5.5900
      Class A-1-D                                       5.5300
      Class A-2-A                                       5.4300
      Class A-2-B                                       5.5700
      Class A-2-C                                       5.6300
      Class A-2-D                                       5.5700
      Class A-3                                         5.6500
      Class M-1                                         5.8200
      Class M-2                                         5.8700
      Class M-3                                         6.1700
      Class M-4                                         6.8200
      Class M-5                                         7.0700
      Class M-6                                         7.0700
      Class M-7                                         7.0700
      Class M-8                                         7.0700
      Class M-9                                         7.0700
      Class B-1                                         7.0700
      Class B-2                                         7.0700
      Class B-3                                         7.0700

----------
(1)   Without giving effect to the Net Rate Cap.
(2)   For each Interest Accrual Period for any Distribution Date, the
      Pass-Through Rate for the Class A-R Certificates will be the Net Rate
      Cap. The Pass-Through Rate for the Class A-R Certificates for the
      Interest Accrual Period for the first Distribution Date will be 6.71636%
      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 $0.01.
(4)   The Class X-P Certificates initially will have no Class Certificate
      Balance and will have a notional amount equal to the aggregate Component
      Notional Amount of the Class X-P IO-1 and Class X-P IO-2 Components.
(5)   Interest will accrue with respect to the Class X-P Certificates for the
      Interest Accrual Period related to each Distribution Date in an amount
      equal to the sum of the interest accrued on the Class X-P IO-1 and Class
      X-P IO-2 Components at their respective Pass-Through Rates for that
      Interest Accrual Period.
(6)   For federal income tax purposes, for each Interest Accrual Period for
      any Distribution Date, the Class X-P Certificates are entitled to the
      sum of:

      A.    The interest on the Class ES-SR and Class ES-X-1-X Accrual
            Interests equal to the excess of (a) the REMIC Cap over (b) the
            product of two and the weighted average interest rate of the Class
            ES-SR and Class ES-X-1-X-Accrual Interests



                                       12
<PAGE>

            with each Interest (other than the Class ES-X-1-X-Accrual
            Interest) subject to a cap equal to the Pass-Through Rate of the
            corresponding Certificate Class (substituting the REMIC Cap for
            the Net Rate Cap for this purpose) and the Class ES-X-1-X-Accrual
            Interest subject to a cap of 0.00%. The amounts so calculated
            shall be a rate sufficient to entitle the Class X-P Certificates
            to all interest accrued on the Class ES-SR and Class ES-X-1
            Accrual Interests less the interest accrued on the Class A
            Certificates.

      B.    The interest on the Class ES-SB and Class ES-X-2-Accrual Interests
            equal to the excess of (a) the REMIC Cap over (b) the product of
            two and the weighted average interest rate of the Class ES-SB and
            Class ES-X-2-Accrual Interests with each Interest (other than the
            Class ES-X-2-Accrual Interest) subject to a cap equal to the
            Pass-Through Rate of the corresponding Certificate Class
            (substituting the REMIC Cap for the Net Rate Cap for this purpose)
            and the ES-X-2-Accrual Interest subject to a cap of 0.00%. The
            amounts so calculated shall be a rate sufficient to entitle the
            Class X-P Certificates to all interest accrued on the Class ES-SB
            and Class ES-X-2 Accrual Interests less the interest accrued on
            the Class M and Class B Certificates.

      C.    All interest accruals in respect of the Class ES-Swap IO Interest.

(7)   The Class X-P Certificates will also be entitled to receive on each
      Distribution Date the amounts payable with respect to the
      uncertificated, Class P Master REMIC regular interest. On each
      Distribution Date, the uncertificated, Class P Master REMIC regular
      interest is entitled to the sum of (i) the Prepayment Charges received
      with respect to the Mortgage Loans during the related Prepayment Period
      and (ii) the Master Servicer Prepayment Charge Amount for such
      Distribution Date.

(8)   Based on the Notional Amount.

      The foregoing REMIC structure is intended to cause all of the cash from
the Mortgage Loans to flow through to the Master REMIC as cash flow on a REMIC
regular interest, without creating any shortfall--actual or potential (other
than for credit losses) to any REMIC regular interest. It is not intended that
the Class A-R Certificates be entitled to any cash flow pursuant to this
Agreement except as provided in Section 4.02(a)(1) hereunder.

      For any purpose for which the Pass-Through Rates is calculated, the
interest rate on the Mortgage Loans shall be appropriately adjusted to account
for the difference between the monthly day count convention of the Mortgage
Loans and the monthly day count convention of the regular interests issued by
each of the REMICs. For purposes of calculating the Pass-Through Rates for
each of the interests issued by REMIC, such rates shall be adjusted to equal a
monthly day count convention based on a 30 day month for each Due Period and a
360-day year so that the Mortgage Loans and all regular interests will be
using the same monthly day count convention.

      No monies will be remitted by Countrywide to the Trustee for deposit in
the Pre-Funding Account. Consequently, all references to or provisions herein
regarding the Funding Period, Funding Period Distribution Date, Pre-Funded
Amount, Pre-Funding Account, Capitalized



                                       13
<PAGE>

Interest Account, Capitalized Interest Requirement, Supplemental Cut-off Date,
Supplemental Mortgage Loan, Supplemental Transfer Agreement, Supplemental
Transfer Date, Aggregate Supplemental Purchase Amount and Aggregate
Supplemental Transfer Amount are inapplicable.



                                      14
<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.

Accretion Directed Components.......        None.

Accrual Certificates................        None.

Accrual Components..................        None.

Book-Entry Certificates.............        All Classes of Certificates other than the Physical Certificates.

Class A Certificates................        The Class A-1-A, Class A-1-B, Class A-1-C, Class A-1-D, Class
                                            A-2-A, Class A-2-B, Class A-2-C, Class A-2-D and Class A-3
                                            Certificates.

Class A-1 Certificates..............        The Class A-1-A, Class A-1-B, Class A-1-C and Class A-1-D
                                            Certificates.

Class A-2 Certificates..............        The Class A-2-A, Class A-2-B, Class A-2-C and Class A-2-D
                                            Certificates.

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

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

COFI Certificates...................        None.

Combined Certificates...............        None.


Component Certificates..............        The Class X-P Certificates.


                                            For purposes of calculating distributions of principal and/or
                                            interest, each Class of Component Certificates will be comprised
                                            of multiple payment components having the Designations, Initial
                                            Component Principal Balances and Component Notional Amounts, as
                                            applicable, and Pass-Through Rates set forth below:

                                                              Initial       Closing Date
                                                             Component      Component            Pass-
                                                             Principal       Notional           Through
                                             Designation      Balance         Amount              Rate
                                            --------------- -----------  -------------------  -----------
                                            Class X-P IO-1      N/A        $459,567,000            (1)


                                                      15
<PAGE>

                                            Class X-P IO-2      N/A        $ 48,241,816            (2)
                                            Class X-P PO-1      $0                  N/A             0%
                                            Class X-P PO-2      $0                  N/A             0%

                                            (1) For the Interest Accrual Period for each Distribution Date, a
                                            per annum rate equal to the excess, if any, of (i) the Net Rate
                                            Cap (adjusted to a rate calculated on the basis of a 360-day year
                                            comprised of twelve 30-day months) over (ii) the weighted average
                                            of the Pass-Through Rates of the Class A Certificates and the
                                            Class X-P PO-1 Component for that Distribution Date (weighted on
                                            the basis of the respective Class Certificate Balances of the
                                            Class A Certificates and the Component Principal Balance of the
                                            Class X-P PO-1 Component and adjusted to a rate calculated on the
                                            basis of a 360-day year comprised of twelve 30-day months).

                                            (2) For the Interest Accrual Period related to each Distribution
                                            Date, a per annum rate equal to the excess, if any, of (i) the Net
                                            Rate Cap (adjusted to a rate calculated on the basis of a 360-day
                                            year comprised of twelve 30-day months) over (ii) the weighted
                                            average of the Pass-Through Rates of the Subordinated Certificates
                                            and the Class X-P PO-2 Component for that Distribution Date
                                            (weighted on the basis of the respective Class Certificate
                                            Balances of the Subordinated Certificates and the Component
                                            Principal Balance of the Class X-P PO-2 Component and adjusted to
                                            a rate calculated on the basis of a 360-day year comprised of
                                            twelve 30-day months).

Components..........................        The Notional Amount Components and Principal Only Components. The
                                            Components are not separately transferable from the related Class
                                            of Certificates.


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

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

Floating Rate Certificates..........        The LIBOR Certificates.

LIBOR Certificates..................        Class A, Class M and Class B Certificates.

Non-Delay Certificates..............        The LIBOR Certificates.

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

Notional Amount
Components..........................        Class X-P IO-1 and Class X-P IO-2 Components.



                                                      16
<PAGE>

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

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

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

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

Principal Only Components...........        Class X-P PO-1 and Class X-P PO-2 Components.

Private Certificates................        Class B-1, Class B-2 and Class B-3 Certificates.

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

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

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

Senior Certificates.................        Class A, Class X-P and Class A-R Certificates.

Subordinated Certificates ..........        Class M and Class B Certificates.

Targeted Principal Classes..........        None.

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.



                                       17
<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 Carryover Shortfall Reserve Fund, the Principal Reserve Fund, the
Pre-Funding Account, the Capitalized Interest Account, the Swap 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 (as of the first day of the
related Due Period) less the Expense Fee Rate.

      Adjusted Rate Cap: With respect to the LIBOR Certificates for any
Distribution Date, the excess, if any, of the Net Rate Cap for such
Distribution Date, over a fraction expressed as a percentage, the numerator of
which is equal to the product of (i) a fraction, the numerator of which is 360
and the denominator of which is the actual number of days in the related
Interest Accrual Period and (ii) the Net Deferred Interest for that
Distribution Date, and the denominator of which is the aggregate Stated
Principal Balance of the Mortgage Loans as of the first day of the related Due
Period (after giving effect to Principal Prepayments received in the
Prepayment Period related to the prior Distribution Date).

      With respect to the Class X-P IO-1 and Class X-P IO-2 Components for any
Distribution Date, the Pass-Through Rate for such Component computed for this
purpose by (A) subtracting from the numerator of the Net Rate Cap calculation
for such Distribution Date the product of (a) the Net Deferred Interest for
such Distribution Date and (b) 12 and (B) computing the Pass-



                                       18
<PAGE>

Through Rates of the Senior Certificates (other than the Class A-R and Class
X-P Certificates) and the Subordinated Certificates by substituting "Adjusted
Rate Cap" for "Net Rate Cap" in the calculation thereof.

      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: 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 that were due
in the related Due Period 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 on 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 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 the Supplemental Transfer Agreement; 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 to this Pooling and Servicing Agreement.

      Allocable Share: As to any Distribution Date, any Class of Certificates
or any interest-bearing Component thereof, the ratio that the amount
calculated with respect to such Distribution 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 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)).

      Amount Held for Future Distribution: As to any Distribution Date, 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 and (ii)
all Scheduled Payments due in the related Due Period.

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



                                       19
<PAGE>

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

      Available Funds: As to any Distribution Date, 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 Mortgage Loans pursuant to
Section 3.05(b) net of the Amount Held for Future Distribution, net of any
Prepayment Charges and net of amounts permitted to be withdrawn from the
Certificate Account pursuant to clauses (i) - (viii), inclusive, of Section
3.08(a) and amounts permitted to be withdrawn from the Distribution Account
pursuant to clauses (i) - (v), inclusive, of Section 3.08(b), (b) the amount
of the related Advance and (c) in connection with Defective Mortgage Loans, 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 amount, if any, transferred from
the Capitalized Interest Account in respect of the applicable Capitalized
Interest Requirement and (e) with respect to the first Distribution Date after
the end of the Funding Period, amounts remaining on deposit in the Pre-Funding
Account as of the end of the Funding Period. The Holders of the Class X-P
Certificates will be entitled to all Prepayment Charges received on the
Mortgage Loans, and such amounts will not be available for distribution to the
Holders of any other Class of Certificates.

      Bankruptcy Code: 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.

      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,



                                       20
<PAGE>

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 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
(without giving effect to the Net Rate Cap in the calculation of the
Pass-Through Rate for each Class of Certificates), plus (2) the Trustee Fee,
over (b) with respect to each Mortgage Loan, (1) 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) minus (2) any related reductions required
by Section 4.02(d) hereof.

      Carryover Shortfall Amount: For any Class of LIBOR Certificates and any
Distribution Date, the sum of (a) the excess, if any, of (i) the amount of
interest such Class of Certificates would have been entitled to receive on
such Distribution Date pursuant to clause (i) of the definition of Class
Optimal Interest Distribution Amount (prior to any reductions pursuant to
Section 4.02(d) and any reduction due to the allocation of Net Deferred
Interest) had the applicable Pass-Through Rate not been limited to the Net
Rate Cap (provided that such Pass-Through Rate shall still be subject to the
Maximum Rate), over (ii) the amount of interest such Class of Certificates is
entitled to receive on such Distribution Date pursuant to clause (i) of the
definition of Class Optimal Interest Distribution Amount (prior to any
reductions pursuant to Section 4.02(d) and any reduction due to the allocation
of Net Deferred Interest) and (b) with respect to each Class of LIBOR
Certificates (other than the Class B Certificates), the unpaid portion of any
such excess from prior Distribution Dates (and interest accrued thereon at the
then applicable Pass-Through Rate on such Class of Certificates, without
giving effect to the Net Rate Cap).

      Carryover Shortfall Reserve Fund: The separate fund created and
initially maintained by the Trustee pursuant to Section 3.05(g) in the name of
the Trustee for the benefit of the Holders of the LIBOR Certificates and the
Class X-P Certificates and designated "The Bank of New York in trust for
registered holders of CWALT, Inc., Alternative Loan Trust 2007-OH1, Mortgage
Pass-Through Certificates, Series 2007-OH1." Funds in the Carryover Shortfall
Reserve Fund shall be held in trust for the Holders of the LIBOR Certificates
and the Class X-P Certificates for the uses and purposes set forth in this
Agreement.

      Certificate: Any one of the Certificates executed by the Trustee in
substantially the forms attached to 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-OH1, Mortgage Pass-Through
Certificates Series 2007-OH1."

      Certificate Balance: With respect to any Certificate (other than the
Notional Amount Certificates) at any date, the maximum dollar amount of
principal to which the Holder thereof is



                                       21
<PAGE>

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, and (C)
increased by the amount of Net Deferred Interest allocated to the applicable
Class or Component pursuant to Section 4.03. With respect to the Component
Certificates at any date, the maximum dollar amount of principal to which the
Holder thereof is entitled under this Agreement, such amount being equal to
the Component Principal Balances of the related Principal Only Components as
of such date.

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

      Certificate Register: The register maintained pursuant to Section 5.02.

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

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



                                       22
<PAGE>

      Class LT-A-R Interest: The sole class of "residual interest" in the
Lower Tier REMIC.

      Class Optimal Interest Distribution Amount: With respect to any
Distribution Date and any interest-bearing Class or Component, the sum of (i)
interest accrued during the related Interest Accrual Period at the
Pass-Through Rate for such Class or Component on the related Class Certificate
Balance, Component Principal Balance, Notional Amount or Component Notional
Amount, as applicable, as of the last day of such Interest Accrual Period,
subject to reduction as provided in Section 4.02(d) and reduced by any Net
Deferred Interest for such Distribution Date allocated to their respective
Class Certificate Balances or Component Principal Balances, as applicable, as
described in Section 4.03 and (ii) any Class Unpaid Interest Amounts for such
Class or Component.

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

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

      Class X-P Principal Distribution Date: The first Distribution Date that
occurs after the end of the last Prepayment Charge Period for all Mortgage
Loans.

      Closing Date: May 30, 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, an amount equal to
one-half of the Master Servicing Fee for the related Due Period.

      Component: As specified in the Preliminary Statement.

      Component Certificates: As specified in the Preliminary Statement.

      Component Notional Amount: With respect to the Interest Accrual Period
for any Distribution Date and the Class X-P IO-1 Component, the sum of (x) the
aggregate Class Certificate Balance of the Class A Certificates immediately
prior to such Distribution Date and



                                       23
<PAGE>

(y) the Component Principal Balance of the Class X-P PO-1 Component
immediately prior to such Distribution Date.

      With respect to the Interest Accrual Period for any Distribution Date
and the Class X-P IO-2 Component, the sum of (x) the excess, if any, of the
aggregate Stated Principal Balance of the Mortgage Loans as of the first day
of the related Due Period (after giving effect to Principal Prepayments
received in the Prepayment Period related to the prior Distribution Date) and
amounts on deposit in the Pre-Funding Account over the aggregate Class
Certificate Balance of the Senior Certificates immediately prior to such
Distribution Date and (y) the Component Principal Balance of the Class X-P
PO-2 Component immediately prior to such Distribution Date.

      Component Principal Balance: With respect to any date and any Principal
Only Component, an amount equal to (i) the aggregate Net Deferred Interest
allocated to the related Notional Amount Component pursuant to Section 4.03 on
all prior Distribution Dates minus (ii) all amounts actually distributed as
principal of such Principal Only Component and all Realized Losses applied in
reduction of principal of such Principal Only Component on all prior
Distribution Dates plus (iii) any increase in the Component Principal Balance
of such Principal Only Component pursuant to Section 4.02 on all prior
Distribution Dates due to the receipt of Subsequent Recoveries.

      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, 4 West,
New York, New York 10286, Attn: Mortgage-Backed Securities Group, CWALT, Inc.
Series 2007-OH1, facsimile no. (212) 815-3986, and which is the address to
which notices to and correspondence with the Trustee should be directed.

      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.



                                       24
<PAGE>

      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.

      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 amount, if any,
deposited in the Pre-Funding Account on the Closing Date.

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

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

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

      Deferred Interest: With respect to each Mortgage Loan and Due Period,
the amount of interest accrued on such Mortgage Loan at the applicable
Mortgage Rate from the Due Date in the preceding Due Period to the Due Date in
such Due Period that is greater than the Scheduled Payment due on such
Mortgage Loan for such Due Period and that is added to the principal balance
of such Mortgage Loan in accordance with the terms of the related Mortgage
Note.

      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).

      Delay Delivery Mortgage Loans: The Mortgage Loans for which all or a
portion of a related Mortgage File is not delivered to the Trustee on the
Closing Date or Supplemental Transfer Date, as applicable. The number of Delay
Delivery Mortgage Loans shall not exceed



                                       25
<PAGE>

50% of the aggregate number of Initial Mortgage Loans as of the Closing Date
and 90% of the Supplemental Mortgage Loans conveyed on a 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 of
that Certificate.

      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-OH1
Mortgage Pass-Through Certificates, Series 2007-OH1." Funds in the
Distribution Account shall be held in trust for the Certificateholders for the
uses and purposes set forth in this Agreement.

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

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

      Due Date: With respect to 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.



                                       26
<PAGE>

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

      Eligible Repurchase Month: As defined in Section 3.11.

      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 received with
respect to such Mortgage Loan during



                                       27
<PAGE>

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

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

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

      Expense Fee: As to each Mortgage Loan and any Distribution Date, the
product of the Expense Fee Rate and its Stated Principal Balance as of that
Distribution Date.

      Expense Fee Rate: As to each Mortgage Loan and any date of
determination, the sum of (a) the Master Servicing Fee Rate, (b) the Trustee
Fee Rate and (c) the per annum rate of the related lender paid mortgage
insurance premium, if any.

      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.



                                       28
<PAGE>

      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.

      Funding Period: Not applicable.

      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.

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

      Initial Cut-off Date Pool Principal Balance: $507,808,916.

      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 Delay Certificates and any
Distribution Date, the calendar month prior to the month of such Distribution
Date. With respect to any Non-Delay Certificates and any Distribution Date,
the period commencing on the Distribution Date in the month preceding the
month in which such Distribution Date occurs (other than the first
Distribution Date, for which it is the Closing Date) and ending on the day
immediately preceding that Distribution Date. Interest on any Delay
Certificates shall be calculated on the basis of a 360-day year consisting of
twelve 30-day months. Interest on any Non-Delay Certificates shall be
calculated on the basis of a 360-day year and the actual number of days
elapsed in the applicable Interest Accrual Period.



                                       29
<PAGE>

      Interest Determination Date: With respect to the LIBOR Certificates, the
second Business Day preceding the commencement of each Interest Accrual
Period.

      Item 1119 Party: The Depositor, any Seller, the Master Servicer, the
Trustee, any Subservicer, the Swap Counterparty, 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.

      Last Scheduled Distribution Date: With respect to each Class of
Certificates, the Distribution Date occurring in April 2047, which is the
Distribution Date in month following the scheduled maturity date for the
latest maturing Initial Mortgage Loan.

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

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

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

      LIBOR Certificates: As specified in the Preliminary Statement.

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



                                       30
<PAGE>

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

      Lower Tier REMIC: As described in the Preliminary Statement.

      Lower Tier REMIC Regular Interest: As described in the Preliminary
Statement.

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

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

      Master REMIC: As described in the Preliminary Statement.

      Master Servicer: Countrywide Servicing, a Texas limited partnership, 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 Servicer Prepayment Charge Amount: The amounts (i) payable by the
Master Servicer in respect of any Prepayment Charges waived other than in
accordance with the standard set forth in the first sentence of Section
3.20(a), or (ii) collected from Countrywide in respect of a remedy for the
breach of the representation made by Countrywide set forth in Section 3.20(c).

      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: 0.375% per annum.

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

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

      Maximum Rate: 10% per annum.



                                       31
<PAGE>

      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.

      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:

            (i) the loan number;



                                       32
<PAGE>

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

            (iii) the maturity date;

            (iv) the original principal balance;

            (v) the Cut-off Date Principal Balance;

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

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

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

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

            (x) a code indicating whether the residential dwelling is either
            (a) a detached 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) [reserved];

            (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) 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;

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

            (xviii) with respect to each Mortgage Loan, the Gross Margin, the
            Mortgage Index, the Maximum Mortgage Rate, the Minimum Mortgage
            Rate, the Payment Adjustment Date, the Maximum Negative
            Amortization and the first Adjustment Date, as applicable; and

            (xix) a code indicating the type of Prepayment Charge;



                                       33
<PAGE>

            (xx) the state of origination of the related Mortgage Loan; and

            (xxi) the term of the related Prepayment Charge.

      Such schedule shall also set forth the total of the amounts described
under (iv) and (v) above for all of the Mortgage Loans. 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. The Mortgage Loan
Schedule shall be amended from time to time by the Master Servicer in
accordance with the provisions of this Agreement and a copy of each amendment
to the Mortgage Loan Schedule related to clauses (xix), (xx) and (xxi) thereof
shall be furnished by the Master Servicer to the Class X-P Certificateholders.

      Mortgage Loans: Such of the mortgage loans transferred and assigned to
the Trustee pursuant to the provisions of this 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.

      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.

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

      MTA Certificates: None.

      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 Deferred Interest: With respect to each Distribution Date, an amount
equal to the excess, if any, of the aggregate Deferred Interest that accrued
on the Mortgage Loans during the related Due Period over the Principal
Prepayment Amount for that Distribution Date.

      Net Prepayment Interest Shortfalls: As to any Distribution Date, the
amount by which the aggregate of the Prepayment Interest Shortfalls for such
Distribution Date exceeds the Compensating Interest for such Distribution
Date.



                                       34
<PAGE>

      Net Prepayments: As to any Distribution Date, the excess, if any, of (i)
the Principal Prepayment Amount for that Distribution Date over (ii) the
aggregate amount of Deferred Interest accrued on the Mortgage Loans during the
related Due Period.

      Net Rate Cap: As to any Distribution Date, the per annum rate (subject
to adjustment based on the actual number of days elapsed in the related
Interest Accrual Period) equal to a fraction, expressed as a percentage, (1)
the numerator of which is equal to the product of (A) 12 and (B) the sum of
(i) the amount of interest which accrued on the Mortgage Loans in the prior
calendar month (after giving effect to Principal Prepayments) at their
Adjusted Net Mortgage Rates and (ii) any amounts withdrawn from the
Capitalized Interest Account for such Distribution Date, minus (iii) the Net
Swap Payment payable to the Swap Counterparty with respect to such
Distribution Date, minus (iv) any Swap Termination Payment payable to the Swap
Counterparty for such Distribution Date (other than a Swap Termination Payment
due to a Swap Counterparty Trigger Event) and (2) the denominator of which is
equal to the aggregate Stated Principal Balance of the Mortgage Loans as of
the first day of the related Due Period (after giving effect to Principal
Prepayments received during the Prepayment Period related to the prior
Distribution Date).

      Net Swap Payment: With respect to any Distribution Date and payment by
the Swap Contract Administrator to the Swap Counterparty, the excess, if any,
of the "Fixed Amount" (as defined in the Swap Contract) with respect to such
Distribution Date over the "Floating Amount" (as defined in the Swap Contract)
with respect to such Distribution Date. With respect to any Distribution Date
and payment by the Swap Counterparty to the Swap Contract Administrator, the
excess, if any, of the "Floating Amount" (as defined in the Swap Contract)
with respect to such Distribution Date over the "Fixed Amount" (as defined in
the Swap Contract) with respect to such Distribution Date.

      New Confirmation: The confirmation, reference number 1762254B, with a
trade date of May 30, 2007, evidencing a transaction between the Swap
Counterparty and the Swap Contract Administrator relating to the Swap
Contract.

      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: With respect to the Class X-P Certificates, an amount
equal to the aggregate Component Notional Amount of its IO Components.

      Notional Amount Certificates: Not applicable.

      Offered Certificates: As specified in the Preliminary Statement.



                                       35
<PAGE>

      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.

      Old Confirmation: The confirmation, reference number 1772713B, with a
trade date of May 30, 2007 evidencing a transaction between the Swap
Counterparty and Countrywide relating to the Swap Contract.

      Opinion of Counsel: A written opinion of counsel, who may be counsel for
the Depositor, any 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, any Seller and the Master
Servicer, (ii) not have any direct financial interest in the Depositor, any
Seller or the Master Servicer or in any affiliate thereof, and (iii) not be
connected with the Depositor, any 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.

      Optional Termination Date: The Distribution Date on which the Pool
Stated Principal Balance is less than or equal to 5% of the Cut-off Date Pool
Principal Balance of the Mortgage Loans.

      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:

              Subordinated Certificates
              --------------------------------------------------
              Class M-1                            9.50%
              Class M-2                            7.30%
              Class M-3                            5.85%
              Class M-4                            5.20%
              Class M-5                            4.50%
              Class M-6                            4.00%
              Class M-7                            3.60%
              Class M-8                            3.20%
              Class M-9                            2.90%
              Class B-1                            2.50%
              Class B-2                            1.65%
              Class B-3                            0.70%



                                       36
<PAGE>

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

      Original Subordinate Principal Balance: 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 such Due Date or during the Prepayment
Period related to such Due Date and which did not become a Liquidated Mortgage
Loan prior to such Due Date.

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

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

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

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

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

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

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

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



                                       37
<PAGE>

                                           Pass-Through          Pass-Through
                Class                        Margin (1)           Margin (2)
            Class A-1-A                       0.090%                0.180%
            Class A-1-B                       0.200%                0.400%
            Class A-1-C                       0.270%                0.540%
            Class A-1-D                       0.210%                0.420%
            Class A-2-A                       0.110%                0.220%
            Class A-2-B                       0.250%                0.500%
            Class A-2-C                       0.310%                0.620%
            Class A-2-D                       0.250%                0.500%
            Class A-3                         0.330%                0.660%
            Class M-1                         0.500%                0.750%
            Class M-2                         0.550%                0.825%
            Class M-3                         0.850%                1.275%
            Class M-4                         1.500%                2.250%
            Class M-5                         1.750%                2.625%
            Class M-6                         1.750%                2.625%
            Class M-7                         1.750%                2.625%
            Class M-8                         1.750%                2.625%
            Class M-9                         1.750%                2.625%
            Class B-1                         1.750%                1.750%
            Class B-2                         1.750%                1.750%
            Class B-3                         1.750%                1.750%

            (1)   For the Interest Accrual Period related to any Distribution
                  Date occurring on or prior to the first possible Optional
                  Termination Date.

            (2)   For each other Interest Accrual Period.


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

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

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

      Performance Certification: As defined in Section 11.05.

      Permitted Investments: At any time, any one or more of the following
obligations and securities, each of which shall mature no later than 90 days
after acquisition:

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



                                       38
<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
the Code) which is exempt from tax imposed by Chapter 1 of the Code (including
the tax



                                       39
<PAGE>

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
Component and any Distribution Date appearing in Schedule V, the amount
appearing opposite such Distribution Date for such Class or Component.

      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 Distribution Date, the
aggregate of the Stated Principal Balances of the Mortgage Loans that were
Outstanding Mortgage Loans on the Due Date in the month preceding the month of
such Distribution Date and, as to any other 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,
exclusive of any investment income included therein.

      Pre-Funded Amount: Not applicable.

      Pre-Funding Account: Not applicable.



                                       40
<PAGE>

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

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

      Prepayment Interest Shortfall: As to any Distribution Date, any Mortgage
Loan and any Principal Prepayment received during the portion of the related
Prepayment Period occurring in the calendar month preceding the month of such
Distribution Date, the amount, if any, by which one month's interest at the
related Adjusted Mortgage 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 May 1, 2007) through the 15th day of the calendar
month in which the Distribution Date occurs.

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

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

      Principal Amount: As to any Distribution Date, 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)
during the related Due Period, (b) the principal portion of the Purchase Price
of each Mortgage Loan that was repurchased by a Seller or purchased by the
Master Servicer pursuant to this Agreement as of such Distribution Date, (c)
the Substitution Adjustment Amount in connection with any Deleted Mortgage
Loan received with respect to such Distribution Date, (d) any Insurance
Proceeds or Liquidation Proceeds allocable to recoveries of principal of
Mortgage Loans 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 that became a Liquidated Mortgage Loan during the
calendar month preceding the month of such Distribution Date, the amount of
the Net Liquidation Proceeds allocable to principal received during the
calendar month preceding the month of such Distribution Date with respect to
such Mortgage Loan and (f) the Net Prepayments for such Distribution Date.

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



                                       41
<PAGE>

      Principal Prepayment Amount: As to any Distribution Date, an amount
equal to the sum of all voluntary Principal Prepayments received during the
related Prepayment Period and the amount of any Subsequent Recoveries received
in the prior calendar month.

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

      Principal Reserve Fund: A separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.05(j) with a depository
institution in the name of the Trustee for the benefit of the Class X-P
Certificateholders specified in Section 3.05(j) and designated "The Bank of
New York, Principal Reserve Fund in trust for registered holders of CWALT
2007-OH1 Alternative Loan Trust, Mortgage Pass-Through Certificates, Series
2007-OH1, Class X-P."

      Private Certificate: As specified in the Preliminary Statement.

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

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

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

      Prospectus Supplement: The prospectus supplement dated May 29, 2007
relating to the Offered Certificates.

      PUD: Planned Unit Development.

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



                                       42
<PAGE>

licensed in such states to transact a mortgage guaranty insurance business in
such states and to write the insurance provided by the insurance policy issued
by it, approved as a FNMA-approved mortgage insurer and having a claims paying
ability rating of at least "AA" or equivalent rating by a nationally
recognized statistical rating organization. Any replacement insurer with
respect to a Mortgage Loan must have at least as high a claims paying ability
rating as the insurer it replaces had on the Closing Date.

      Rating Agency: Each of the Rating Agencies specified in the Preliminary
Statement. If any such organization or a successor is no longer in existence,
"Rating Agency" shall be such nationally recognized statistical rating
organization, or other comparable Person identified as a "Rating Agency" under
the Underwriter's Exemption, as is designated by the Depositor, notice of
which designation shall be given to the Trustee. References 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.

      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, (i) in the case of
the LIBOR Certificates represented by Book-Entry Certificates, the Business
Day immediately preceding such Distribution Date and (ii) in the case of LIBOR
Certificates represented by Definitive Certificates and in the case of all
other Certificates, the close of business on the last Business Day of the
month preceding the month in which such Distribution Date occurs.

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

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



                                       43
<PAGE>

      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.

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

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

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

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

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

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

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

      (c) with respect to the Master Servicer only, if the Master Servicer
becomes aware of any bankruptcy or receivership with respect to Countrywide,
the Depositor, the Master Servicer, any Subservicer, the Trustee, the Swap
Counterparty, any enhancement or support



                                       44
<PAGE>

provider contemplated by Items 1114(b) or 1115 of Regulation AB, or any other
material party contemplated by Item 1101(d)(1) of Regulation AB;

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

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

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

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

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

      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.



                                       45
<PAGE>

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

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

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

      Senior Certificates: As specified in the Preliminary Statement.

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

      Senior Percentage: As to any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is the aggregate Class
Certificate Balance of the Senior 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 immediately prior to such
Distribution Date. In no event will the Senior Percentage be greater than
100%.

      Senior Prepayment Percentage: As to any Distribution Date during the ten
years beginning on the first Distribution Date, 100%. The Senior Prepayment
Percentage for any 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 Senior Percentage plus 70% of the Subordinated Percentage for
such Distribution Date; for any Distribution Date in the second year
thereafter, the Senior Percentage plus 60% of the Subordinated Percentage for
such Distribution Date; for any Distribution Date in the third year
thereafter, the Senior Percentage plus 40% of the Subordinated Percentage for
such Distribution Date; for any Distribution Date in the fourth year
thereafter, the Senior Percentage plus 20% of the Subordinated Percentage for
such Distribution Date; and for any Distribution Date thereafter, the Senior
Percentage for such Distribution Date; provided, however, that if on any
Distribution Date the Senior Percentage exceeds the Senior Percentage as of
the Closing Date, then the Senior Prepayment Percentage for such Distribution
Date will equal 100%). Notwithstanding the foregoing, no decrease in the
Senior Prepayment Percentage will occur unless both of the Senior Step Down
Conditions are satisfied. Notwithstanding the foregoing, if the Two Times Test
is satisfied on a Distribution Date, the Senior Prepayment Percentage will
equal (x) if such Distribution Date is on or prior to the Distribution Date in
May 2010, the Senior Percentage plus 50% of the Subordinated Percentage for
the Distribution Date and (y) if such Distribution Date is after the
Distribution Date in May 2010, the Senior Percentage.

      Senior Principal Distribution Amount: As to any Distribution Date, the
sum of (i) the Senior Percentage of all amounts described in clauses (a)
through (d) of the definition of "Principal Amount" for such Distribution
Date, (ii) with respect to any Mortgage Loan that became a Liquidated Mortgage
Loan during the calendar month preceding the month of such Distribution Date,
the lesser of (x) the Senior Percentage of the Stated Principal Balance of
such Mortgage Loan as of the first day of the related Due Period (after giving
effect to Principal Prepayments received in the Prepayment Period related to
the prior Distribution Date) and (y) the



                                       46
<PAGE>

Senior Prepayment Percentage of the amount of the Net Liquidation Proceeds
allocable to principal received on the Mortgage Loan and (iii) the Senior
Prepayment Percentage of the Net Prepayments for that Distribution Date.

      Senior Step Down Conditions: With respect to all of the Mortgage Loans:
(i) the outstanding principal balance of 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 exceed 50% of the aggregate Class Certificate Balance
of the Subordinated Certificates for such Distribution Date, and (ii)
cumulative Realized Losses on the 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 with
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.

      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.

      Stated Principal Balance: As to any Mortgage Loan and Due Date, the
unpaid principal balance of such Mortgage Loan as of such Due Date as
specified in the amortization schedule at the time relating thereto (before
any adjustment to such amortization schedule by reason of any moratorium or
similar waiver or grace period), plus any Deferred Interest added to the
principal balance of that Mortgage Loan pursuant to the terms of the related
Mortgage Note on or prior to that Due Date, minus the sum of: (i) any previous
partial Principal Prepayments and the payment



                                       47
<PAGE>

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 with respect to that Mortgage Loan; (iii) Principal
Prepayments received through the last day of the related Prepayment Period
with respect to that Mortgage Loan, 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'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.

      Subordinated Certificates: As specified in the Preliminary Statement.

      Subordinated Percentage: As to any Distribution Date, 100% minus the
Senior Percentage for such Distribution Date.

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

      Subordinated Principal Distribution Amount: With respect to any
Distribution Date and the Subordinated Certificates, an amount equal to the
sum, not less than zero, of (i) the Subordinated Percentage of all amounts
described in clauses (a) through (d) of the definition of "Principal Amount"
for that Distribution Date, (ii) with respect to each Mortgage Loan that
became a Liquidated Mortgage Loan during the calendar month preceding the
month of such Distribution Date, the 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 of the Stated Principal Balance of
that Mortgage Loan as of the first day of the related Due Period, and (iii)
the Subordinated Prepayment Percentage of the Net Prepayments for such
Distribution Date.

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

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



                                       48
<PAGE>

      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 and Mortgage Index reset period as the Deleted Mortgage Loan
and a Gross Margin not more than 1% per annum higher or lower than that of the
Deleted Mortgage Loan; (viii) not be a Cooperative Loan unless the Deleted
Mortgage Loan was a Cooperative Loan; (ix) have the same Maximum Negative
Amortization, payment cap and recast provisions as the Deleted Mortgage Loan;
(x) comply with each representation and warranty set forth in Section 2.03;
and (xi) provide for a Prepayment Charge on terms substantially similar to
those of the Prepayment Charge, if any, of the Deleted Mortgage Loan.

      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.

      Swap Account: The separate Eligible Account created and initially
maintained by the Swap Trustee pursuant to Section 4.09.

      Swap Certificates: The LIBOR Certificates and the Class X-P
Certificates.



                                       49
<PAGE>

      Swap Contract: The transaction (as assigned to the Swap Contract
Administrator pursuant to the Swap Contract Assignment Agreement) evidenced by
the New Confirmation, including the Credit Support Annex annexed thereto.

      Swap Contract Administration Agreement: The swap contract administration
agreement dated as of the Closing Date among Countrywide, the Trustee and the
Swap Contract Administrator.

      Swap Contract Administrator: The Bank of New York, in its capacity as
swap contract administrator under the Swap Contract Administration Agreement
and its successors and assigns.

      Swap Contract Assignment Agreement: The Assignment Agreement dated as of
the Closing Date among Countrywide, the Swap Contract Administrator and the
Swap Counterparty.

      Swap Contract Termination Date: The Distribution Date in June 2012.

      Swap Counterparty: Barclays Bank PLC and its successors.

      Swap Counterparty Trigger Event: Either (i) an "Event of Default" under
the Swap Contract with respect to which the Swap Counterparty is the sole
"Defaulting Party" (as defined in the Swap Contract) or (ii) a "Termination
Event" (other than an Illegality or a Tax Event (as such terms are defined in
the Swap Contract)) or "Additional Termination Event" under the Swap Contract
with respect to which the Swap Counterparty is the sole "Affected Party" (as
defined in the Swap Contract).

      Swap Termination Payment: The payment payable to either party under the
Swap Contract due to an early termination of the Swap Contract.

      Swap Trust: The trust fund established by Section 4.09.

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

      Tax Matters Person: The person designated as "tax matters person" in the
manner provided under Treasury regulation 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, the Swap Contract, the Swap
Contract Administration Agreement and any other document or agreement entered
into in connection with the Trust Fund, the Certificates or the Mortgage
Loans.



                                       50
<PAGE>

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

      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 Carryover Shortfall Reserve Fund, the Pre-Funding
Account, the Capitalized Interest Account, the Distribution 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.

      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 sum of (i) the Pool Stated Principal
Balance and (ii) any amounts remaining in the Pre-Funding Account (excluding
any investment earnings thereon) with respect to such Distribution Date.

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

      Two Times Test: As to any Distribution Date and the Subordinated
Certificates, if (i) the Subordinated Percentage is at least 200% of the
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 May 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 May 2010, 30% of the aggregate Class Certificate
Balance of the Subordinated Certificates as of the Closing Date.

      Underwriter: As specified in the Preliminary Statement.

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

      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
Component Certificates (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 shall be allocated
among Holders of the remaining Classes of Certificates in proportion to the
Certificate Balances of their respective Certificates on such date.



                                       51
<PAGE>

      Weighted Average Adjusted Net Mortgage Rate: As to any Distribution
Date, the average of the Adjusted Net Mortgage Rate of each Mortgage Loan,
weighted on the basis of its Stated Principal Balance as of the first day of
the related Due Period (after giving effect to Principal Prepayments received
in the Prepayment Period related to the prior Distribution Date).

      SECTION 1.02. Certain Interpretive 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. Unless otherwise provided in this Agreement, the
determination as to whether a Mortgage Loan falls into a delinquency category
shall be made as of the close of business on the last day of each month prior
to the date of determining the delinquency.



                                       52
<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 hereof,
hereby sells, transfers, assigns, sets over and otherwise conveys to the
Depositor, without recourse, all its respective right, title and interest in
and to the related 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.

            Countrywide further agrees (x) to cause The Bank of New York to
enter into the Swap Contract Administration Agreement as Swap Contract
Administrator and (y) to assign all of its right, title and interest in and to
the interest rate swap transaction evidenced by the Old Confirmation, and to
cause all of its obligations in respect of such transaction to be assumed by,
the Swap Contract Administrator, on the terms and conditions set forth in the
Swap Contract Assignment Agreement.

      (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
herein by such Seller, or to repurchase or substitute for any affected
Mortgage Loan in accordance herewith.

      (c) In connection with the transfer and assignment set forth in clause
(b) above, the Depositor has delivered or caused to be delivered to the
Trustee (or, in the case of the Delay Delivery Mortgage Loans 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



                                       53
<PAGE>

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:

                  (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;



                                       54
<PAGE>

                  (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:

                        (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



                                       55
<PAGE>

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 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 thereafter, the Trustee
shall (A) as the assignee thereof, affix the following language to each
assignment of Mortgage: "CWALT Series 2007-OH1, 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



                                       56
<PAGE>

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 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,



                                       57
<PAGE>

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 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;



                                       58
<PAGE>

            (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 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) as of such Supplemental Transfer Date, all payments with
      respect to each Supplemental Mortgage Loan conveyed on such Supplemental
      Transfer Date due prior to the related Supplemental Cut-off Date have
      been made;

            (vii) 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 Pool
      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;

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

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

      (f) 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.

      (g) 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). The positive
difference, if any,



                                       59
<PAGE>

between the Aggregate Supplemental Transfer Amount and the Aggregate
Supplemental Purchase Amount shall be reinvested by the Trustee in the
Pre-Funding Account.

      (h) 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.

      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) and (vii).

      (i) 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 (50) and (51) 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 hereto as Exhibit F-1. Based on its review and
examination, and only as to the documents identified in such Initial
Certification, the Trustee acknowledges that such documents appear regular on
their face and relate to such Initial Mortgage Loan. The Trustee shall be
under no duty or obligation to inspect, review or examine said documents,
instruments, certificates or other papers to determine that the same are
genuine, enforceable or appropriate for the represented purpose or that they
have actually been recorded in the real estate records or that they are other
than what they purport to be on their face.

      On or about the thirtieth (30th) day after the Closing Date, the Trustee
shall deliver to the Depositor, the Master Servicer and Countrywide (on its
own behalf and on behalf of Park Granada, Park Monaco and Park Sienna) a Delay
Delivery Certification with respect to the 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.



                                       60
<PAGE>

      If, in the course of such review, the Trustee finds any document
constituting a part of a Mortgage File that does not meet the requirements of
Section 2.01, the Trustee shall list such as an exception in the Final
Certification; provided, however that the Trustee shall not make any
determination as to whether (i) any endorsement is sufficient to transfer all
right, title and interest of the party so endorsing, as noteholder or assignee
thereof, in and to that Mortgage Note or (ii) any assignment is in recordable
form or is sufficient to effect the assignment of and transfer to the assignee
thereof under the mortgage to which the assignment relates. Countrywide (on
its own behalf and on behalf of Park Granada, Park Monaco and Park Sienna)
shall promptly correct or cure such defect within 90 days from the date it was
so notified of such defect and, if Countrywide does not correct or cure such
defect within such period, Countrywide (on its own behalf and on behalf of
Park Granada, Park Monaco and Park Sienna) shall either (a) substitute for the
related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be
accomplished in the manner and subject to the conditions set forth in Section
2.03, or (b) purchase such Mortgage Loan from the Trustee within 90 days from
the date Countrywide (on its own behalf and on behalf of Park Granada, Park
Monaco and Park Sienna) was notified of such defect in writing at the Purchase
Price of such Mortgage Loan; provided, however, that in no event shall such
substitution or purchase occur more than 540 days from the Closing Date,
except that if the substitution or purchase of a Mortgage Loan pursuant to
this provision is required by reason of a delay in delivery of any documents
by the appropriate recording office, and there is a dispute between either the
Master Servicer or Countrywide (on its own behalf and on behalf of Park
Granada, Park Monaco and Park Sienna) and the Trustee over the location or
status of the recorded document, then such substitution or purchase shall
occur within 720 days from the Closing Date. The Trustee shall deliver written
notice to each Rating Agency within 270 days from the Closing Date indicating
each Mortgage Loan (a) that has not been returned by the appropriate recording
office or (b) as to which there is a dispute as to location or status of such
Mortgage Loan. Such notice shall be delivered every 90 days thereafter until
the related Mortgage Loan is returned to the Trustee. Any such substitution
pursuant to (a) above or purchase pursuant to (b) above shall not be effected
prior to the delivery to the Trustee of the Opinion of Counsel required by
Section 2.05, if any, and any substitution pursuant to (a) above shall not be
effected prior to the additional delivery to the Trustee of a Request for
Release substantially in the form of Exhibit N. No substitution is permitted
to be made in any calendar month after the Determination Date for such month.
The Purchase Price for any such Mortgage Loan shall be deposited by
Countrywide (on its own behalf and on behalf of Park Granada, Park Monaco and
Park Sienna) in the Certificate Account on or prior to the Distribution
Account Deposit Date for the Distribution Date in the month following the
month of repurchase and, upon receipt of such deposit and certification with
respect thereto in the form of Exhibit N hereto, the Trustee shall release the
related Mortgage File to Countrywide (on its own behalf and on behalf of Park
Granada, Park Monaco and Park Sienna) and shall execute and deliver at
Countrywide's (on its own behalf and on behalf of Park Granada, Park Monaco
and Park Sienna) request such instruments of transfer or assignment prepared
by Countrywide, in each case without recourse, as shall be necessary to vest
in Countrywide (on its own behalf and on behalf of Park Granada, Park Monaco
and Park Sienna), or its designee, the Trustee's interest in any Mortgage Loan
released pursuant hereto. If pursuant to the foregoing provisions Countrywide
(on its own behalf and on behalf of Park Granada, Park Monaco and Park Sienna)
repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer
shall either (i) cause MERS to execute and deliver an assignment of the
Mortgage in recordable form to transfer the Mortgage from MERS to Countrywide
(on its own behalf and on behalf of Park Granada, Park Monaco and Park Sienna)



                                       61
<PAGE>

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 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



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



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<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 that 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 representation or warranty with respect to a
Supplemental Mortgage Loan under Section



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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 hereof, if any, and any such substitution
pursuant to (i) above shall not be effected prior to the additional delivery
to the Trustee of a Request for Release substantially in the form of Exhibit N
and the Mortgage File for any such Substitute Mortgage Loan. The Seller
repurchasing a Mortgage Loan pursuant to this Section 2.03(c) shall promptly
reimburse the Master Servicer and the Trustee for any expenses reasonably
incurred by the Master Servicer or the Trustee in respect of enforcing the
remedies for such breach. With respect to the representations and warranties
described in this Section which are made to the best of a Seller's knowledge,
if it is discovered by either the Depositor, a Seller or the Trustee that the
substance of such representation and warranty is inaccurate and such
inaccuracy materially and adversely affects the value of the related Mortgage
Loan or the interests of the Certificateholders therein, notwithstanding that
Seller's lack of knowledge with respect to the substance of such
representation or warranty, such inaccuracy shall be deemed a breach of the
applicable representation or warranty.

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



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<PAGE>

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

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

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

      SECTION 2.04. Representations and Warranties of the Depositor as to the
Mortgage Loans.

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



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<PAGE>

      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) hereof, 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.

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

      SECTION 2.06. Execution and Delivery of Certificates.

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



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<PAGE>

      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.



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                                   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.



                                       69
<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 under this Agreement and may, but is not obligated to,
perform, or cause a designee to perform, any defaulted obligation of the
Master Servicer under this Agreement and in connection with any such defaulted
obligation to exercise the related rights of the Master Servicer under this
Agreement; provided that the Master Servicer shall not be relieved of any of
its obligations under this Agreement by virtue of such performance by the
Depositor or its designee. Neither the Trustee nor the Depositor shall have
any responsibility or liability for any action or failure to act by the Master
Servicer nor shall the Trustee or the Depositor be obligated to supervise the
performance of the Master Servicer under this Agreement or otherwise.



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<PAGE>

      SECTION 3.04. Trustee to Act as Master Servicer.

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

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

      SECTION 3.05. Collection of Mortgage Loan Payments; Certificate Account;
Distribution Account; Pre-Funding Account; Capitalized Interest Account;
Carryover Shortfall Reserve Fund.

      (a) The Master Servicer shall make reasonable efforts in accordance with
the customary and usual standards of practice of prudent mortgage servicers to
collect all payments called for under the terms and provisions of the Mortgage
Loans to the extent such procedures shall be consistent with this Agreement
and the terms and provisions of any related Required Insurance Policy.
Consistent with the foregoing, the Master Servicer may in its discretion (i)
waive any late payment charge or, subject to Section 3.20, any Prepayment
Charge or penalty interest in connection with the prepayment of a Mortgage
Loan and (ii) extend the due dates for payments due on a Mortgage Note for a
period not greater than 180 days; provided, however, that the Master Servicer
cannot extend the maturity of any such Mortgage Loan past the date on which
the final payment is due on the latest maturing Mortgage Loan as of the
Cut-off Date. In the event of any such arrangement, the Master Servicer shall
make Advances on the related Mortgage Loan in accordance with the provisions
of Section 4.01 during the scheduled period in accordance with the
amortization schedule of such Mortgage Loan without modification thereof by
reason of such arrangements. The Master Servicer shall not be required to
institute or join in litigation with respect to collection of any payment
(whether under a Mortgage, Mortgage Note or otherwise or against any public or
governmental authority with respect to a taking or condemnation) if it
reasonably believes that enforcing the provision of the Mortgage or other
instrument pursuant to which such payment is required is prohibited by
applicable law.



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<PAGE>

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

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

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

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

            (iv) any amount required to be deposited by the Master Servicer
      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 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;

            (viii) all Prepayment Charges and Master Servicer Prepayment
      Charge Amounts; and

            (ix) 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 late payment charges or
assumption fees, if collected, need not be remitted by the Master Servicer. In
the event that the Master Servicer shall remit any amount not required to be
remitted, it may at any time withdraw or direct the institution maintaining
the Certificate



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<PAGE>

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 therein as directed in writing by the Master
Servicer in Permitted Investments, which shall mature not later than (i) in
the case of the Certificate Account, the 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 net of any losses
realized from any such investment of funds on deposit in the Certificate
Account and the Distribution Account shall be for the benefit of the Master
Servicer as servicing



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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) If applicable, 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.

      (h) If applicable, the Trustee shall establish and maintain, on behalf
of the Certificateholders, the Capitalized Interest Account. On the Closing
Date, Countrywide shall remit the aggregate Capitalized Interest Requirement
to the Trustee for deposit in the Capitalized Interest Account. On each
Distribution Account Deposit Date related to a Funding Period Distribution
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 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) with respect to the amount remaining
in the



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Pre-Funding Account for the related Distribution Date as identified by
Countrywide in the Supplemental Transfer Agreement.

      (i) If any funds remain in the Capitalized Interest Account at the end
of the Funding Period, the Trustee shall make the transfer described in the
preceding paragraph if necessary for the remaining Funding Period Distribution
Date and the Trustee shall distribute any remaining funds in the Capitalized
Interest Account to the order of the Depositor.

      On each Distribution Date, the Trustee shall deposit into the Carryover
Shortfall Reserve Fund all amounts otherwise distributable to the Class X-P
IO-1 and Class X-P IO-2 Components on such Distribution Date.

      The Trustee shall make withdrawals from the Carryover Shortfall Reserve
Fund to make distributions pursuant to Section 4.02(a)(4). Upon the earlier of
(i) the retirement of the LIBOR Certificates and (ii) the termination of the
Trust Fund in accordance with Section 9.01, the Trustee shall distribute to
the Depositor all monies remaining on deposit in the Carryover Shortfall
Reserve Fund after making the distributions specified in Section 4.02(a)(4).

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

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

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



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recoverable by the Master Servicer out of Insurance Proceeds, Liquidation
Proceeds or otherwise.

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

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

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

      SECTION 3.08. Permitted Withdrawals from the Certificate Account; the
Distribution Account and the Carryover Shortfall Reserve Fund.

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

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

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

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

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

            (v) to reimburse the Master Servicer for (a) unreimbursed
      Servicing Advances, the Master Servicer's right to reimbursement
      pursuant to this clause (a) with respect to any Mortgage Loan being
      limited to amounts received on such Mortgage Loan(s) that represent late
      recoveries of the payments for which such advances were



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<PAGE>

      made pursuant to Section 3.01 or Section 3.06 and (b) for unpaid Master
      Servicing Fees as provided in Section 3.11;

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

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

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

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

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

      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 and remittance to the Swap Account 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 the 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 this Agreement pursuant to Section 9.01.

      (c) The Trustee shall withdraw funds from the Carryover Shortfall
Reserve Fund for distribution to the LIBOR Certificates and the Class X-P
Certificates in the manner specified in Section 4.02(a)(4) (and to withhold
from the amounts so withdrawn the amount of any taxes that it is authorized to
retain pursuant to the third paragraph of Section 8.11). In addition, the
Trustee may from time to time make withdrawals from the Carryover Shortfall
Reserve Fund for the following purposes:

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

            (ii) to clear and terminate the Carryover Shortfall Reserve Fund
      upon the retirement of LIBOR Certificates and the Class X-P Certificates
      pursuant to Section 9.01.

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

      (e) [Reserved].

      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, including any Deferred Interest, 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



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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.

      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



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

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



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      SECTION 3.11. Realization Upon Defaulted Mortgage Loans; Repurchase of
Certain Mortgage Loans.

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

      With respect to any REO Property, the deed or certificate of sale shall
be taken in the name of the Trustee for the benefit of the Certificateholders,
or its nominee, on behalf of the Certificateholders. The Trustee's name shall
be placed on the title to such REO Property solely as the Trustee hereunder
and not in its individual capacity. The Master Servicer shall ensure that the
title to such REO Property references the Pooling and Servicing Agreement and
the Trustee's capacity thereunder. The Master Servicer shall allow any REO
Property that was subject to a lease at the time of acquisition through
foreclosure or deed-in-lieu of foreclosure to continue to be rented pursuant
to such lease, but upon the expiration of such lease, the Master Servicer
shall not take any action to rent the related REO Property. Pursuant to its
efforts to sell such REO Property, the Master Servicer shall either itself or
through an agent selected by the Master Servicer protect and conserve such REO
Property in the same manner and to such extent as is customary in the locality
where such REO Property is located. The Master Servicer shall prepare for and
deliver to the Trustee a statement with respect to each REO Property that has
been rented showing the aggregate rental income received and all expenses
incurred in connection with the maintenance of such REO Property at such times
as is necessary to enable the Trustee to comply with the reporting
requirements of the REMIC Provisions. Any net monthly income from such REO
Property shall be deposited in the Certificate Account no later than the close
of business on each Determination Date. The Master Servicer shall perform the
tax reporting and withholding required by Sections 1445 and 6050J of the Code
with respect to foreclosures and abandonments,



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

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

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



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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 end of the Due Period
concluding 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 that is 151
days or more delinquent at a price equal to the Purchase Price; provided,
however, that the Master Servicer may only exercise this right on or before
the next to the last day of the calendar month in which such Mortgage Loan
became 151 days delinquent (such month, the "Eligible Repurchase Month");
provided further, that any such Mortgage Loan that becomes current but
thereafter becomes delinquent may be purchased by the Master Servicer pursuant
to this Section in any ensuing Eligible Repurchase Month. The Master Servicer,
in its sole discretion, shall also have the right to purchase for its own
account from the Trust Fund at a price equal to the Purchase Price any
Eligible EPD Protected Mortgage Loan. The Master Servicer's right to purchase
any such Eligible EPD Protected Mortgage Loan shall expire on the 270th day
following the date on which the related Mortgage Loan became an Eligible EPD
Protected Mortgage Loan. The Purchase Price for any Mortgage Loan purchased
under this Section 3.11 shall be deposited in the Certificate Account and the
Trustee, upon receipt of a certificate from the Master Servicer in the form of
Exhibit N to this Agreement, shall release or cause to be released to the
purchaser of such Mortgage Loan the related Mortgage File and shall execute
and deliver such instruments of transfer or assignment prepared by the
purchaser of such Mortgage Loan, in each case without recourse, as shall be
necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan
released pursuant hereto and the purchaser of such Mortgage Loan shall succeed
to all the Trustee's right, title and interest in and to such Mortgage Loan
and all security and documents related thereto. Such assignment shall be an
assignment outright and not for security. The purchaser of such Mortgage Loan
shall thereupon own such Mortgage Loan, and all security and documents, free
of any further obligation to the Trustee or the Certificateholders with
respect thereto.

      (b) Countrywide is permitted to solicit Mortgagors for reductions to the
Mortgage Rates of their respective Mortgage Loans so long as the Mortgagors
are not selected for solicitation based on the inclusion of the related
Mortgage Loans in the Trust Fund. If a Mortgagor requests a reduction to the
Mortgage Rate for the related Mortgage Loan, the Master Servicer shall agree
to a reduction in the Mortgage Rate of that Mortgage Loan (the "Modified
Mortgage Loan") if (i) no monetary default exists with respect to such
Mortgage Loan and (ii) Countrywide, in its corporate capacity, agrees to
purchase the Modified Mortgage Loan from the Trust Fund



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

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

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

      Upon the payment in full of any Mortgage Loan, or the receipt by the
Master Servicer of a notification that payment in full will be escrowed in a
manner customary for such purposes, the Master Servicer will immediately
notify the Trustee by delivering, or causing to be delivered a "Request for
Release" substantially in the form of Exhibit N of this Agreement. Upon
receipt of such request, the Trustee shall promptly release the related
Mortgage File to the Master Servicer, and the Trustee shall at the Master
Servicer's direction execute and deliver to the Master Servicer the request
for reconveyance, deed of reconveyance or release or satisfaction of mortgage
or such instrument releasing the lien of the Mortgage in each case provided by
the Master Servicer, together with the Mortgage Note with written evidence of
cancellation on the Mortgage Note. The Master Servicer is authorized to cause
the removal from the registration on the MERS(R) 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



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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 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.



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      SECTION 3.14. Servicing Compensation.

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

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

      SECTION 3.16. Annual Statement as to Compliance.

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

      (b) The Master Servicer shall cause each Subservicer to deliver to the
Depositor and the Trustee on or before March 15 of each year, commencing with
its 2008 fiscal year, an Officer's Certificate stating, as to the signer
thereof, that (i) a review of the activities of such



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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 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/or monthly 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 and/or monthly payment adjustments. The Master
Servicer also shall provide timely notification to the Trustee of all
applicable data and information regarding such interest rate or monthly
payment adjustments and the Master Servicer's methods of implementing such
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 and/or principal loss
caused thereby without reimbursement therefor; provided, however, the Master
Servicer shall be held harmless with respect to any interest rate and/or
monthly payment adjustments made by any servicer prior to the Master Servicer.

      SECTION 3.19. [Reserved].

      SECTION 3.20. Prepayment Charges.

      (a) Notwithstanding anything in this Agreement to the contrary, in the
event of a Principal Prepayment in full or in part of a Mortgage Loan, the
Master Servicer may not waive any Prepayment Charge or portion thereof
required by the terms of the related Mortgage Note unless (i) such Mortgage
Loan is in default or the Master Servicer believes that such a default is
imminent and the Master Servicer determines that such waiver would maximize
recovery of



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

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

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

      (d) Upon discovery by the Master Servicer or a Responsible Officer of
the Trustee of a breach of the foregoing clause (c) that materially and
adversely affects the right of the Holders of the Class X-P Certificates to
any Prepayment Charge, the party discovering the breach shall give prompt
written notice to the other parties. Within 60 days of the earlier of
discovery by Countrywide or receipt of notice by Countrywide of breach,
Countrywide shall cure the breach in all material respects or shall pay to the
Master Servicer which shall deposit such amount into the Certificate Account
the amount of the Prepayment Charge that would otherwise be due from the
Mortgagor, less any amount representing such Prepayment Charge previously
collected and paid by the Master Servicer into the Certificate Account.

      SECTION 3.21. Swap Contract.

      Countrywide shall cause The Bank of New York to enter into the Swap
Contract Administration Agreement and shall assign all of its right, title and
interest in and to the interest rate swap transaction evidenced by the Swap
Contract to, and shall cause all of its obligations in respect of such
transaction to be assumed by, the Swap Contract Administrator, on the terms
and conditions set forth in the Swap Contract Assignment Agreement. The
Trustee's rights to receive certain proceeds of the Swap Contract as provided
in the Swap Contract Administration Agreement shall be rights of the Trustee
as Swap Trustee hereunder, shall be an asset of the Swap Trust and shall not
be an asset of the Trust Fund nor of any REMIC. The Swap Trustee



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shall deposit any amounts received from time to time from the Swap Contract
Administrator with respect to the Swap Contract into the Swap Account.

      Upon a reduction of the Swap Counterparty's Threshold (as defined in the
Swap Contract) to zero, the Swap Trustee shall direct the Swap Contract
Administrator to (i) demand delivery of the Delivery Amount (as defined in the
Swap Contract) from the Swap Counterparty on each Valuation Date (as defined
in the Swap Contract), if applicable, (ii) deliver to the Swap Counterparty
the Return Amount (as defined in the Swap Contract) on each Valuation Date, if
applicable, as well as Distributions and the Interest Amount (each as defined
in the Swap Contract), to the extent required under the Swap Contract and
(iii) take such other action required under the Swap Contract. If a Delivery
Amount is demanded, the Swap Contract Administrator, in accordance with the
Swap Contract Administration Agreement, shall establish an Eligible Account to
hold cash and other eligible investments pledged under the Swap Contract. Any
cash or other Eligible Collateral (as defined in the Swap Contract) pledged
under the Swap Contract shall not be part of the Distribution Account or the
Swap Account unless remitted to such accounts by the Swap Contract
Administrator in accordance with the Swap Contract Administration Agreement.
If Eligible Collateral with a Value (as defined in the Swap Contract) equal to
the Delivery Amount is not delivered to the Swap Contract Administrator by the
Swap Counterparty, the Swap Trustee shall direct the Swap Contract
Administrator to notify the Swap Counterparty and Countrywide of such failure.

      Upon the Swap Trustee obtaining actual knowledge of an Event of Default
or Termination Event (each as defined in the Swap Contract) for which the Swap
Contract Administrator has the right to designate an Early Termination Date
(as defined in the Swap Contract), the Swap Trustee shall act at the written
direction of the Depositor as to whether to direct the Swap Contract
Administrator to designate an Early Termination Date; provided, however, that,
following such Event of Default or Termination Event and before directing the
Swap Contract Administrator to designate an Early Termination Date, the Swap
Trustee shall provide written notice to each Rating Agency. Following the
designation of an Early Termination Date, (i) the Swap Trustee shall use its
reasonable best efforts to enforce the rights of the Swap Contract
Administrator under the Swap Contract consistent with the terms hereof, (ii)
Countrywide shall assist the Swap Contract Administrator in procuring a
replacement swap contract with terms that are substantially the same as those
of the original Swap Contract and (iii) the Swap Trustee shall direct the Swap
Contract Administrator to request the Swap Counterparty to assist in procuring
a replacement swap contract with terms that are substantially the same as
those of the original Swap Contract.

      Any Swap Termination Payment received from the Swap Counterparty shall
be used to pay any upfront amount required under any replacement swap contract
and any excess shall be distributed to Countrywide and will not be available
to make distributions in respect of any Class of Certificates. In the event
that a replacement swap contract cannot be procured, any Swap Termination
Payment received from the Swap Counterparty in respect of the termination of
the original Swap Contract shall, in accordance with the Swap Contract
Administration Agreement, be retained by the Swap Contract Administrator and
remitted to the Swap Trustee on subsequent Distribution Dates up to and
including the Swap Contract Termination Date to pay any amounts distributable
to the LIBOR Certificates pursuant to Section 4.02(b)(iii) and (iv) that will
remain unpaid following all distributions to be made on such Distribution Date
pursuant to Section 4.02(a). Any portion of such upfront amount remaining
after the Swap Contract



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Termination Date shall be distributed to Countrywide and will not be available
to make distributions in respect of any Class of Certificates.

      In the event that the swap counterparty in respect of a replacement swap
contract pays any upfront amount to the Swap Contract Administrator in
connection with entering into the replacement swap contract and such upfront
amount is received by the Swap Contract Administrator prior to the
Distribution Date on which any Swap Termination Payment will be payable to the
Swap Counterparty in respect of the original Swap Contract, a portion of that
upfront amount equal to the lesser of (x) that upfront amount and (y) the
amount of the Swap Termination Payment due to the Swap Counterparty in respect
of the original Swap Contract (the "Adjusted Replacement Upfront Amount")
shall be included in Available Funds for that Distribution Date and any
upfront amount in excess of the Adjusted Replacement Upfront Amount shall be
distributed to Countrywide and will not be available to make distributions in
respect of any Class of Certificates. Any upfront amount paid to the Swap
Contract Administrator by the swap counterparty in respect of a replacement
swap contract after the Distribution Date on which any Swap Termination
Payment will be payable to the Swap Counterparty in respect of the original
Swap Contract shall, in accordance with the Swap Contract Administration
Agreement, be retained by the Swap Contract Administrator and remitted to the
Swap Trustee on subsequent Distribution Dates up to and including the Swap
Contract Termination Date to pay any amounts distributable to the LIBOR
Certificates pursuant to Section 4.02(b)(iii) and (iv) that will remain unpaid
following all distributions to be made on such Distribution Date pursuant to
Section 4.02(a).

      The Swap Counterparty shall be an express third party beneficiary of
this Agreement for the purpose of enforcing the provisions hereof to the
extent of the Swap Counterparty's rights explicitly specified herein as if a
party hereto.



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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) On each Distribution Date, the Trustee shall withdraw the
Available Funds from the Distribution Account and apply such funds to
distributions on the specified Classes and Components of Certificates in the
following order and priority and, in each case, to the extent of such funds
remaining:

            (i) to the Swap Account, any Net Swap Payment or Swap Termination
      Payment (other than a Swap Termination Payment resulting from a Swap
      Counterparty Trigger Event) payable to the Swap Counterparty with
      respect to such Distribution Date;

            (ii) concurrently, to each interest-bearing Class and Component of
      Senior Certificates (including the Class X-P IO-1 and Class X-P IO-2
      Components), an amount allocable to interest equal to the Class Optimal
      Interest Distribution Amount for such Distribution Date, any shortfall
      being allocated among such Classes and Components in proportion to the
      amount of the Class Optimal Interest Distribution Amount that would have
      been distributed in the absence of such shortfall; provided, however,
      that the amount of interest otherwise distributable to the Class X-P
      IO-1 and Class X-P IO-2 Components shall be deposited into the Carryover
      Shortfall Reserve Fund and shall be distributed in accordance with
      Section 4.02(a)(4);

            (iii) [Reserved];

            (iv) to each Class of Senior Certificates and the Class X-P PO-1
      and Class X-P PO-2 Components, concurrently as follows:

                  (x) [Reserved]; and

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

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

                        (B) concurrently and on a pro rata basis based on (x)
                  the aggregate Class Certificate Balance of the Class A-1-A,
                  Class A-1-B and Class A-1-C Certificates, (y) the aggregate
                  Class Certificate Balance of the Class A-2-A, Class A-2-B
                  and Class A-2-C Certificates and (z) the



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                  sum of the aggregate Class Certificate Balance of the Class
                  A-1-D, Class A-2-D and Class A-3 Certificates and the
                  aggregate Component Principal Balance of the PO Components,

                              (i) sequentially, to the Class A-1-A, Class
                              A-1-B and Class A-1-C Certificates, in that
                              order, in each case until their respective Class
                              Certificate Balances are reduced to zero,

                              (ii) sequentially, to the Class A-2-A, Class
                              A-2-B and Class A-2-C Certificates, in that
                              order, in each case until their respective Class
                              Certificate Balances are reduced to zero, and

                              (iii) concurrently, to the Class A-1-D, Class
                              A-2-D and Class A-3 Certificates and each PO
                              Component, pro rata, until their respective
                              Class Certificate Balances or Component
                              Principal Balances, as applicable, are reduced
                              to zero.

      (2) [Reserved].

      (3) On each Distribution Date, Available Funds remaining after making
the distributions described in Section 4.02(a)(1) 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-1 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-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;

                  (C) to the Class M-2 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 M-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;

                  (E) to the Class M-3 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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                  (F) to the Class M-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;

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

                  (H) to the Class M-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;

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

                  (J) to the Class M-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;

                  (K) to the Class M-6 Certificates, an amount allocable to
            interest equal to the Class Optimal Interest Distribution Amount
            for such Class for such Distribution Date;

                  (L) to the Class M-6 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) to the Class M-7 Certificates, an amount allocable to
            interest equal to the Class Optimal Interest Distribution Amount
            for such Class for such Distribution Date;

                  (N) to the Class M-7 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;

                  (O) to the Class M-8 Certificates, an amount allocable to
            interest equal to the Class Optimal Interest Distribution Amount
            for such Class for such Distribution Date;

                  (P) to the Class M-8 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;

                  (Q) to the Class M-9 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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                  (R) to the Class M-9 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;

                  (S) 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;

                  (T) 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;

                  (U) 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;

                  (V) 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;

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

                  (X) 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;
            and

                  (Y) to the Swap Account, in an amount equal to any Swap
            Termination Payment due to the Swap Counterparty as a result of a
            Swap Counterparty Trigger Event;

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

      (4) On each Distribution Date, any amounts deposited in the Carryover
Shortfall Reserve Fund shall be distributed by the Trustee as follows:

            (i) [Reserved].

            (ii) from amounts otherwise distributable to the Class X-P IO-1
      Component on such Distribution Date, sequentially, as follows:

                        (A) concurrently, to the Classes of LIBOR Certificates
                  that are Senior Certificates, pro rata, based on their
                  respective Class Certificate Balances, in an amount up to
                  such Class' Carryover Shortfall Amounts remaining unpaid for
                  such Distribution Date;

                        (B) concurrently, to the Classes of LIBOR Certificates
                  that are Senior Certificates, pro rata, based on their
                  respective Carryover Shortfall



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<PAGE>

                  Amounts for such Distribution Date not paid pursuant to
                  clause (A) above, in an amount up to such Class' Carryover
                  Shortfall Amounts remaining unpaid for such Distribution
                  Date; and

                        (C) to the Class X-P Certificates;

                  (iii) from amounts otherwise distributable to the Class X-P
            IO-2 Component on such Distribution Date, sequentially, as
            follows:

                        (A) concurrently, to the Classes of Subordinated
                  Certificates, pro rata, based on their respective Class
                  Certificate Balances, in an amount up to such Class'
                  Carryover Shortfall Amounts remaining unpaid for such
                  Distribution Date;

                        (B) concurrently, to the Classes of Subordinated
                  Certificates, pro rata, based on their respective Carryover
                  Shortfall Amounts for such Distribution Date not paid
                  pursuant to clause (A) above, in an amount up to such Class'
                  Carryover Shortfall Amounts remaining unpaid for such
                  Distribution Date; and

                        (C) to the Class X-P Certificates.

      (5) On each Distribution Date, all amounts representing Prepayment
Charges received during the related Prepayment Period with respect to the
Mortgage Loans (including all related Master Servicer Prepayment Charge
Amounts deposited pursuant to Section 3.20) will be distributed to the Holders
of the Class X-P Certificates.

      (b) On each Distribution Date on or prior to the Swap Contract
Termination Date, following the deposits to the Swap Account pursuant to
Section 4.02(a)(1) and Section 4.02(a)(3) and the distributions described
under Section 4.02(a), the Swap Trustee shall distribute amounts on deposit in
the Swap Account in the following amounts and order of priority:

            (i) to the Swap Contract Administrator for payment to the Swap
      Counterparty, any Net Swap Payment payable to the Swap Counterparty with
      respect to such Distribution Date;

            (ii) to the Swap Contract Administrator for payment to the Swap
      Counterparty, any Swap Termination Payment (other than a Swap
      Termination Payment due to a Swap Counterparty Trigger Event) payable to
      the Swap Counterparty with respect to such Distribution Date;

            (iii) concurrently, to the Classes of LIBOR Certificates, pro
      rata, based on their respective Class Certificate Balances, in an amount
      up to the Carryover Shortfall Amount for each Class remaining unpaid for
      such Distribution Date;

            (iv) concurrently, to the Classes of LIBOR Certificates, pro rata,
      based on their respective Carryover Shortfall Amounts for such
      Distribution Date not paid pursuant to clause (iii) above, in an amount
      up to the Carryover Shortfall Amount for each Class remaining unpaid for
      such Distribution Date;



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<PAGE>

            (v) to the Swap Contract Administrator for payment to the Swap
      Counterparty, any Swap Termination Payment due to a Swap Counterparty
      Trigger Event payable to the Swap Counterparty with respect to such
      Distribution Date; and

            (vi) to the Class X-P Certificates, any remaining amounts.

      (c) To the extent that a Class of LIBOR Certificates receives interest
in excess of the Net Rate Cap, if such interest is paid pursuant to Section
4.02(b), then such interest shall be deemed to have been paid to the Swap
Account and then paid by the Swap Account to those Certificateholders.

      (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 or Component thereof for such Distribution Date shall be reduced
for each Class of Certificates or Component thereof by the Class' Allocable
Share of (A) the Net Prepayment Interest Shortfalls, (B) with respect to each
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 incurred during the calendar month preceding
the month of such Distribution Date.

      (e) Notwithstanding the priority and allocation contained in Section
4.02(a)(3), if, on any Distribution Date, with respect to any Class of
Subordinated Certificates (other than the Class of Subordinated Certificates
then outstanding with the highest priority of distribution), the sum of the
related Class Subordination Percentages of such Class and of all Classes of
Subordinated Certificates which have a lower distribution priority than such
Class (the "Applicable Credit Support Percentage") is less than the Original
Applicable Credit Support Percentage for such Class, no distribution of Net
Prepayments will be made to any such Classes (the "Restricted Classes") and
the amount of such Net Prepayments otherwise distributable to the Restricted
Classes shall be distributed to any Classes of Subordinated Certificates
having higher distribution priorities 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)(3). Notwithstanding anything in this Agreement to the
contrary, the Class of Subordinated Certificates then outstanding with the
highest distribution priority shall not be a Restricted Class.

      (f) If Subsequent Recoveries have been received with respect to a
Liquidated Mortgage Loan, the amount of such Subsequent Recoveries will be
applied sequentially, in the order of payment priority, to increase the Class
Certificate Balance or Component Principal Balance of each Class of
Certificates or Component thereof 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 or Component 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 or Component Principal Balance of each Certificate of
such Class or Component thereof.



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<PAGE>

      SECTION 4.03. Allocation of Net Deferred Interest.

      (a) For any Distribution Date, the Senior Percentage of the Net Deferred
Interest will be allocated among the Senior Certificates and the Subordinated
Percentage of the Net Deferred Interest will be allocated to the Subordinated
Certificates. Among the Senior Certificates or the Subordinated Certificates,
as applicable, the Net Deferred Interest allocated to a Class of Certificates
shall be an amount equal to the excess, if any, of (i) the amount of interest
that accrued on such Class of Certificates or its related Notional Amount
Components at its respective Pass-Through Rate during the Interest Accrual
Period related to that Distribution Date over (ii) the amount of interest that
accrued on such Class of Certificates or its related Notional Amount
Components at the related Adjusted Rate Cap during the Interest Accrual Period
related to that Distribution Date.

      (b) Any Net Deferred Interest allocated to a Class of Certificates will
be added to the Class Certificate Balance of such Class of Certificates,
except that the amount of Net Deferred Interest allocated to a Notional Amount
Component shall be added to the Component Principal Balance of the related PO
Component.

      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.

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

            (i) [Reserved];

            (ii) Any Realized Loss on the Mortgage Loans shall be allocated
      first, to the Subordinated Certificates, in reverse order of their
      respective distribution priorities (beginning with the Subordinated
      Certificates then outstanding with the lowest distribution priority)
      until the respective Class Certificate Balance of each such Class is
      reduced to zero, second, to the Classes of Senior Certificates or the PO
      Components thereof in the case of a Class of Component Certificates, pro
      rata, on the basis of their respective Class Certificate Balances or
      Component Principal Balances, as applicable, immediately prior to the
      related Distribution Date until the respective Class Certificate Balance
      or Component Principal Balance, as applicable, of each such Class is
      reduced to zero; provided, however, that any Realized Losses otherwise
      allocable to the Class A-1, Class A-2 and A-3 Certificates shall be
      allocated sequentially, first, to the Class A-3 Certificates until its
      Class Certificate Balance is reduced to zero, second, concurrently, to
      the Class A-2-A, Class A-2-B, Class A-2-C and Class A-2-D Certificates,
      pro rata, until their respective Class Certificate Balances are reduced
      to zero and third, concurrently, to the Class A-1-A, Class A-1-B, Class
      A-1-C and Class A-1-D Certificates, pro rata, until their respective
      Class Certificate Balances are reduced to zero.

      For the avoidance of doubt, the Class M-1 Certificates have a higher
      distribution priority than each other Class of Subordinated
      Certificates.



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<PAGE>

      (b) The Class Certificate Balance of the Class of Subordinated
Certificates then outstanding with the lowest distribution priority shall be
reduced on each Distribution Date by the amount, if any, by which the
aggregate Class Certificate Balance of all outstanding Classes of Certificates
(after giving effect to the distribution of principal and the allocation of
Net Deferred Interest and Realized Losses on such Distribution Date) exceeds
the Pool Stated Principal Balance as of the last day of the Due Period related
to 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 to any
Component 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 or Component Principal Balance, as applicable, immediately
following the distributions made on the related Distribution Date in
accordance with the definition of "Certificate Balance" or "Component
Principal Balance," as the case may be.

      SECTION 4.05. [Reserved].

      SECTION 4.06. Monthly Statements to Certificateholders.

      (a) Concurrently with each distribution on a Distribution Date, the
Trustee will forward by mail to each Rating Agency and make available to
Certificateholders 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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<PAGE>

      SECTION 4.07. [Reserved].

      SECTION 4.08. Determination of Pass-Through Rates for LIBOR
Certificates.

      (a) On each Interest Determination Date so long as any LIBOR
Certificates are outstanding, the Trustee will determine LIBOR on the basis of
the rate for one-month deposits in U.S. dollars quoted on the Bloomberg
Terminal for such LIBOR Determination Date.

      (b) If on any Interest Determination Date, LIBOR cannot be determined as
provided in paragraph (a) of this Section 4.08, the Trustee shall determine
LIBOR on the basis of the British Bankers' Association ("BBA") "Interest
Settlement Rate" for one-month deposits in U.S. dollars as found on Telerate
page 3750 as of 11:00 a.m. London time on each LIBOR Determination Date.
"Telerate Page 3750" means the display page currently so designated on the
Bloomberg Terminal (or such other page as may replace that page on that
service for the purpose of displaying comparable rates or prices).

      (c) If on any Interest Determination Date, LIBOR cannot be determined as
provided in paragraph (a) or (b) of this Section 4.08, the Trustee shall
either (i) request each Reference Bank to inform the Trustee of the quotation
offered by its principal London office for making one-month United States
dollar deposits in leading banks in the London interbank market, as of 11:00
a.m. (London time) on such Interest Determination Date or (ii) in lieu of
making any such request, rely on such Reference Bank quotations that appear at
such time on Telerate Page 3750. LIBOR for the next Interest Accrual Period
will be established by the Trustee on each Interest Determination Date as
follows:

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

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

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



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<PAGE>

      preceding applicable Interest Determination Date or, in the case of the
      first Interest Determination Date, 5.320%.

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

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

      In determining LIBOR, any Pass-Through Rate for the LIBOR Certificates,
any Interest Settlement Rate, or any Reserve Interest Rate, the Trustee may
conclusively rely and shall be protected in relying upon the offered
quotations (whether written, oral or on the Dow Jones Markets) from the BBA
designated banks, the Reference Banks or the New York City banks as to LIBOR,
the Interest Settlement Rate or the Reserve Interest Rate, as appropriate, in
effect from time to time. The Trustee shall not have any liability or
responsibility to any Person for (i) the Trustee's selection of New York City
banks for purposes of determining any Reserve Interest Rate or (ii) its
inability, following a good-faith reasonable effort, to obtain such quotations
from, the BBA designated banks, the Reference Banks or the New York City banks
or to determine such arithmetic mean, all as provided for in this Section
4.08.

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

      SECTION 4.09. Swap Trust and Swap Account.

            On the Closing Date, there is hereby established a separate trust
(the "Swap Trust"), the assets of which shall consist of the Trustee's rights
and obligations under the Swap Contract Administration Agreement. The Swap
Trust shall be maintained by the Swap Trustee, who initially, shall be the
Trustee. The Swap Trustee shall hold the assets of the Swap Trust in trust for
the benefit of the Holders of the Interest-Bearing Certificates and the Swap
Counterparty. No later than the Closing Date, the Swap Trustee shall establish
and maintain a separate, segregated trust account to be held in the Swap
Trust, titled, "Swap Account, The Bank of New York, as Swap Trustee, in trust
for the Swap Counterparty and the registered holders of CWALT, Inc., Mortgage
Pass-Through Certificates, Series 2007-OH1." Such account shall be an Eligible
Account and funds on deposit therein shall be held separate and apart from,
and shall



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not be commingled with, any other moneys, including, without limitation, other
moneys of the Trustee held pursuant to this Agreement. Amounts therein shall
be held uninvested. Funds on deposit in the Swap Account shall be distributed
in the amounts and in the order of priority described under Section 4.02(b).

            On each Distribution Date, the Trustee shall make a deposit to the
Swap Account pursuant to Section 4.02(a)(1)(i) and 4.02(a)(3)(Y), as
applicable. Notwithstanding anything to the contrary in this Agreement, the
Swap Trustee shall be allowed to transfer funds in the Swap Account to the
Trustee to facilitate, for administrative purposes, distribution of such funds
to Certificateholders through the Distribution Account.



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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 Class of Component
Certificates, (B) 100% of the Class Certificate Balance of any Class of
Certificates, (C) Certificates of any Class with aggregate principal
Denominations of not less than $1,000,000, or (D) a Class X-P Certificate, 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 form set forth in the applicable Exhibit J (the "Transferor
Certificate") and (i) deliver a letter in substantially the form of either
Exhibit K (the "Investment Letter") or Exhibit L-1 (the "Rule 144A Letter") or
(ii) there shall be delivered to the Trustee at the expense of the transferor
an Opinion of Counsel that such transfer may be made pursuant to an exemption
from the Securities Act. The Depositor shall provide to any Holder of a
Private Certificate and any prospective transferee designated by any such
Holder, information regarding the related Certificates and the Mortgage Loans
and such other information as shall be necessary to satisfy the condition to
eligibility set forth in Rule 144A(d)(4) for transfer of any such Certificate
without registration thereof under the Securities Act pursuant to the
registration exemption provided by Rule 144A. The Trustee and the Master
Servicer shall cooperate with the Depositor in providing the Rule 144A
information referenced in the preceding sentence, including providing to the
Depositor such information regarding the Certificates, the Mortgage Loans and
other matters regarding the Trust Fund as the Depositor shall reasonably
request to meet its obligation under the preceding sentence. Each Holder of a
Private Certificate desiring to effect such transfer shall, and does hereby
agree to, indemnify the Trustee and the Depositor, the Sellers and the Master
Servicer against any liability that may result if the transfer is not so
exempt or is not made in accordance with such federal and state laws.

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



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Certificate, such requirement is satisfied only by the Trustee's receipt of a
representation letter from the transferee substantially in the form of Exhibit
K or Exhibit L-1, or in the event such Certificate is a Residual Certificate,
such requirement is satisfied only by the Trustee's receipt of a
representation letter from the transferee substantially in the form of Exhibit
I), to the effect that (x) such transferee is not an employee benefit plan or
arrangement subject to Section 406 of ERISA or a plan or arrangement subject
to Section 4975 of the Code, nor a person acting on behalf of any such plan or
arrangement, or using the assets of any such plan or arrangement to effect
such transfer or (y) in the case of a Certificate that is an ERISA-Restricted
Certificate and that has been the subject of an ERISA-Qualifying Underwriting,
a representation that the purchaser is an insurance company which is
purchasing such Certificate with funds contained in an "insurance company
general account" (as such term is defined in Section V(e) of Prohibited
Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and
holding of such Certificate satisfy the requirements for exemptive relief
under Sections I and III of PTCE 95-60 or (ii) in the case of any
ERISA-Restricted Certificate presented for registration in the name of 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 acquirer'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.

      Until the Swap Trust terminates, no transfer of a LIBOR Certificate that
is not an ERISA-Restricted Certificate (other than a transfer of a LIBOR
Certificate to an affiliate of the Depositor (either directly or through a
nominee) in connection with the initial issuance of the Certificates) shall be
made unless the Trustee shall have received either (i) a written
representation from the transferee of such LIBOR Certificate acceptable to and
in form and substance satisfactory to the Trustee to the effect that such
transferee is not a Plan, or (ii) a written representation that the



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purchase and holding of the LIBOR Certificate satisfy the requirements for
exemptive relief under PTCE 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE
96-23, the service provider exemption provided under Section 408(b)(17) of
ERISA and Section 4975(d)(20) of the Code or a similar exemption. In the event
that such representation is not delivered, one of the foregoing
representations, as appropriate, shall be deemed to have been made by the
transferee's (including an initial acquiror's) acceptance of the LIBOR
Certificate. In the event that such representation is violated, such transfer
or acquisition shall be void and of no effect.

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

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

            (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 to this Agreement
      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



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      fact not a Permitted Transferee at the time it became a Holder or, at
      such subsequent time as it became other than a Permitted Transferee, all
      payments made on such Residual Certificate at and after either such
      time. Any such payments so recovered by the Trustee shall be paid and
      delivered by the Trustee to the last preceding Permitted Transferee of
      such Certificate.

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

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

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

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

      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



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representing such Certificate Owner. Each Depository Participant shall only
transfer Book-Entry Certificates of Certificate Owners it represents or of
brokerage firms for which it acts as agent in accordance with the Depository's
normal procedures.

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

      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



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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 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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<PAGE>

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 the Holders of Certificates
evidencing not less than 66 2/3% of the Voting Rights evidenced by such
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 related 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 the
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 the
Certificateholders and to each Rating Agency.

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



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                                  ARTICLE VIII
                             CONCERNING THE TRUSTEE

      SECTION 8.01. Duties of Trustee.

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

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

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

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

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

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

            (iv) without in any way limiting the provisions of this Section
      8.01 or Section 8.02, the Trustee shall be entitled to rely conclusively
      on the information delivered to it



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<PAGE>

      by the Master Servicer in a Trustee Advance Notice in determining
      whether it is required to make an Advance under Section 4.01(b), shall
      have no responsibility to ascertain or confirm any information contained
      in any Trustee Advance Notice, and shall have no obligation to make any
      Advance under Section 4.01(b) in the absence of a Trustee Advance Notice
      or actual knowledge of a Responsible Officer of the Trustee that (A)
      such 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



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      believing that repayment of such funds or adequate indemnity against
      such risk or liability is not assured to it;

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

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

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

            The Depositor hereby directs the Trustee to execute, deliver and
perform its obligations under the Swap Contract Administration Agreement (in
its capacity as Swap Trustee). The Sellers, the Depositor, the Master Servicer
and the Holders of the Certificates by their acceptance of such Certificates
acknowledge and agree that the Trustee shall execute, deliver and perform its
obligations under the Swap Contract Administration Agreement and shall do so
solely in its capacity as Swap Trustee, as the case may be, and not in its
individual capacity. Every provision of this Agreement relating to the conduct
or affecting the liability of or affording protection to the Trustee shall
apply to the Trustee's execution of the Swap Contract Administration Agreement
in its capacity as Swap Trustee, and the performance of its duties and
satisfaction of its obligations thereunder.

      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.



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      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 and expenses) (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 or (ii)
resulting from any error in any tax or information return prepared by the
Master Servicer. Such indemnity shall survive the termination of this
Agreement or the resignation or removal of the Trustee hereunder. Without
limiting the foregoing, the Master Servicer covenants and agrees, except as
otherwise agreed upon in writing by the Depositor and the Trustee, and except
for any such expense, disbursement or advance as may arise from the Trustee's
negligence, bad faith or willful misconduct, to pay or reimburse the Trustee,
for all reasonable expenses, disbursements and advances incurred or made by
the Trustee in accordance with any of the provisions of this Agreement with
respect to: (A) the reasonable compensation and the expenses and disbursements
of its counsel not associated with the closing of the issuance of the
Certificates, (B) the reasonable compensation, expenses and disbursements of
any accountant, engineer or appraiser that is not regularly employed by the
Trustee, to the extent that the Trustee must engage such persons to perform
acts or services hereunder and (C) printing and engraving expenses in
connection with preparing any Definitive Certificates. Except as otherwise
provided in this Agreement, the Trustee shall not be entitled to payment or
reimbursement for any routine ongoing expenses incurred by the Trustee in the
ordinary course of its duties as Trustee, Registrar, Tax Matters Person or
Paying Agent hereunder or for any other expenses.

      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.



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      SECTION 8.07. Resignation and Removal of Trustee.

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

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

      If at any time (i) the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 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.



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      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. In addition, if the Swap Contract is
still outstanding, the Person appointed as successor trustee shall execute,
acknowledge and deliver to the predecessor trustee, Countrywide and the Master
Servicer an instrument accepting the appointment as successor Swap Contract
Administrator under the Swap Contract Administration Agreement.

      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.



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      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 hereunder shall be
required to meet the terms of eligibility as a successor trustee under Section
8.06 and no notice to Certificateholders of the appointment of any co-trustee
or separate trustee shall be required under Section 8.08.

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

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

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

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

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



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

      Any separate trustee or co-trustee may, at any time, constitute the
Trustee its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its
estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

      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-



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through entity in which a Non-Permitted Transferee is the record holder of an
interest (the reasonable cost of computing and furnishing such information may
be charged to the Person liable for such tax); (f) to the extent that they are
under its control conduct matters relating to such assets at all times that
any Certificates are outstanding so as to maintain the status as a REMIC under
the REMIC Provisions; (g) not knowingly or intentionally take any action or
omit to take any action that would cause the termination of the tax status of
any REMIC; (h) pay, from the sources specified in the third paragraph of this
Section 8.11, the amount of any federal or state tax, including prohibited
transaction taxes as described below, imposed on any such REMIC prior to its
termination when and as the same shall be due and payable (but such obligation
shall not prevent the Trustee or any other appropriate Person from contesting
any such tax in appropriate proceedings and shall not prevent the Trustee from
withholding payment of such tax, if permitted by law, pending the outcome of
such proceedings); (i) ensure that federal, state or local income tax or
information returns shall be signed by the Trustee or such other person as may
be required to sign such returns by the Code or state or local laws,
regulations or rules; (j) maintain records relating to any such REMIC,
including but not limited to the income, expenses, assets and liabilities
thereof and the fair market value and adjusted basis of the assets determined
at such intervals as may be required by the Code, as may be necessary to
prepare the foregoing returns, schedules, statements or information; and (k)
as and when necessary and appropriate, represent any such REMIC in any
administrative or judicial proceedings relating to an examination or audit by
any governmental taxing authority, request an administrative adjustment as to
any taxable year of any such REMIC, enter into settlement agreements with any
governmental taxing agency, extend any statute of limitations relating to any
tax item of any such REMIC, and otherwise act on behalf of any such REMIC in
relation to any tax matter or controversy involving it.

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

            In the event that any tax is imposed on "prohibited transactions"
of any REMIC hereunder as defined in section 860F(a)(2) of the Code, on the
"net income from foreclosure property" of such REMIC as defined in section
860G(c) of the Code, on any contribution to any REMIC hereunder after the
Startup Day pursuant to section 860G(d) of the Code, or any other tax is
imposed, including, without limitation, any minimum tax imposed upon any REMIC
hereunder pursuant to sections 23153 and 24874 of the California Revenue and
Taxation Code, if not paid as otherwise provided for herein, such tax shall be
paid by (i) the Trustee, if any such other tax arises out of or results from a
breach by the Trustee of any of its obligations under this Agreement, (ii) the
Master Servicer, in the case of any such minimum tax, or if such tax arises



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out of or results from a breach by the Master Servicer or a Seller of any of
their obligations under this Agreement, (iii) any Seller, if any such tax
arises out of or results from that Seller's obligation to repurchase a
Mortgage Loan pursuant to Section 2.02 or 2.03 or (iv) in all other cases, or
in the event that the Trustee, the Master Servicer or any Seller fails to
honor its obligations under the preceding clauses (i), (ii) or (iii), any such
tax will be paid with amounts otherwise to be distributed to the
Certificateholders, as provided in Section 3.08(b).

            For federal income tax purposes, the Trustee shall treat the
following items as specified. The Trustee shall treat each of the Carryover
Shortfall Reserve Fund and the Swap Trust (including the Swap Account) as an
outside reserve fund within the meaning of Treasury Regulation 1.860G-2(h),
neither of which is an asset of any REMIC created hereunder. The Carryover
Shortfall Reserve Fund and the Swap Trust (including the Swap Account) shall
be treated as owned by the Holders of the Component Certificates. The Trustee
shall treat the rights and deemed obligations of the Holders of the LIBOR
Certificates and the Component Certificates with respect to the Carryover
Shortfall Reserve Fund as rights and obligations with respect to a notional
principal contract written by the Holders of the Component Certificates in
respect of any Carryover Shortfall Amounts distributed pursuant to Section
4.02(a)(4) herein. Thus, the LIBOR Certificates and the Component Certificates
shall be treated as representing ownership of Master REMIC regular interests
coupled with contractual rights and obligations within the meaning of Treasury
Regulation 1.860G-2(i). For purposes of determining the issue price of the
LIBOR Certificates, the Trustee shall assume that the position of the
Component Certificates in such notional principal contract has a value of
$1,000 and that the Swap Contract was acquired without either the Component
Certificateholders or the Swap Counterparty making any lump sum payment to the
other. To the extent the amount payable with respect to the Swap Contract
exceeds the amount payable with respect to the Component Certificates, the
Trustee, for federal income tax purposes, shall treat such excess as Realized
Losses from the Mortgage Loans and to the extent such Realized Losses (if they
had occurred) would be allocated to a Certificateholder, the Trustee shall
treat such amount as first payable to the Certificateholder as principal and
as then payable by the Certificateholder with respect to a notional principal
contract.

      SECTION 8.12. Monitoring of Significance Percentage.

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



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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 arise out
of an actual violation of any predatory or abusive lending law that also
constitutes an actual breach of clause (50) on Schedule III-A, in all cases
plus accrued and unpaid interest thereon at the applicable Adjusted Mortgage
Rate; and (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 in and (ii) the distribution to
the Certificateholders of all amounts required to be distributed to them
pursuant to this Agreement. In no event shall the trusts created hereby
continue beyond the earlier of (i) the expiration of 21 years from the death
of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador
of the United States to the Court of St. James's, living on the date hereof
and (ii) the Latest Possible Maturity Date.

      The Master Servicer shall have the right to purchase all Mortgage Loans
and REO Properties in the Trust Fund pursuant to clause (a) in the preceding
paragraph of this Section 9.01 only on or after the Optional Termination Date.

      The Swap Trust shall terminate on the earliest of (i) the Swap Contract
Termination Date, (ii) the reduction of the aggregate Class Certificate
Balance of the LIBOR Certificates and Class X-P Certificates to zero and (iii)
the termination of this Agreement.

      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 Section 9.01, at least 20 days prior to the date notice is to be
mailed to the Certificateholders, the Master Servicer shall notify the
Depositor and the Trustee of the date the Master Servicer intends to cause a
termination pursuant to Section 9.01 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



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cancellation, shall be given promptly by the Trustee by letter to
Certificateholders mailed not earlier than the 10th day and no later than the
15th day of the month next preceding the month of such final distribution. Any
such notice shall specify (a) the Distribution Date upon which final
distribution on the Certificates will be made upon presentation and surrender
of Certificates at the office therein designated, (b) the amount of such final
distribution, (c) the location of the office or agency at which such
presentation and surrender must be made, and (d) that the Record Date
otherwise applicable to such Distribution Date is not applicable,
distributions being made only upon presentation and surrender of the
Certificates at the office therein specified. The Master Servicer will give
such notice to each Rating Agency and the Swap Counterparty at the time such
notice is given to the Certificateholders.

      In the event such notice is given, the Master Servicer shall cause all
related 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
Mortgage Loans and REO Properties 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 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 or
options as provided in Section 9.01, the Mortgage Loans and REO Properties
then remaining in the Trust Fund shall



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be terminated in accordance with the following additional requirements, unless
the Trustee has been supplied with an Opinion of Counsel, at the expense of
the Master Servicer to the effect that the failure to comply with the
requirements of this Section 9.03 will not (i) result in the imposition of
taxes on "prohibited transactions" on any REMIC as defined in section 860F of
the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time
that any Certificates are outstanding:

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

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

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

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

                                    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



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letter from each Rating Agency stating that the amendment would not result in
the downgrading or withdrawal of the respective ratings then assigned to the
Certificates; it being understood and agreed that any such letter in and of
itself will not represent a determination as to the materiality of any such
amendment and will represent a determination only as to the credit issues
affecting any such rating. Notwithstanding the foregoing, no amendment that
significantly changes the permitted activities of the trust created by this
Agreement may be made without the consent of a Majority in Interest of each
Class of Certificates affected by such amendment. Each party to this Agreement
hereby agrees that it will cooperate with each other party in amending this
Agreement pursuant to clause (v) above. The Trustee, each Seller, the
Depositor and the Master Servicer also may at any time and from time to time
amend this Agreement without the consent of the Certificateholders to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
or helpful to (i) maintain the qualification of any REMIC as a REMIC under the
Code, (ii) avoid or minimize the risk of the imposition of any tax on any
REMIC pursuant to the Code that would be a claim at any time prior to the
final redemption of the Certificates or (iii) comply with any other
requirements of the Code, provided that the Trustee has been provided an
Opinion of Counsel, which opinion shall be an expense of the party requesting
such opinion but in any case shall not be an expense of the Trustee or the
Trust Fund, to the effect that such action is necessary or helpful to, as
applicable, (i) maintain such qualification, (ii) avoid or minimize the risk
of the imposition of such a tax or (iii) comply with any such requirements of
the Code.

      This Agreement may also be amended from time to time by the Depositor,
each Seller, the Master Servicer and the Trustee with the consent of the
Holders of a Majority in Interest of each Class of Certificates affected
thereby for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the Holders of such 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, no amendment
shall adversely affect in any material respect the Swap Counterparty without
at least ten Business Days' prior notice to the Swap Counterparty and without
the prior written consent of the Swap Counterparty, which consent shall not be
unreasonably withheld. Countrywide shall provide the Swap Counterparty with
prior written notice of any proposed material amendment of this Agreement.

      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.



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      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 the Swap
Counterparty, 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.

      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



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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 and the Swap Counterparty, 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
and the Swap Counterparty 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 and the Swap
Counterparty.

      (b) The Depositor hereby represents that:

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

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

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

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

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

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



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      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 and the Swap Counterparty with respect to each of the
following of which it has actual knowledge:

      1. Any material change or amendment to this Agreement;

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

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

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

      5. The final payment to Certificateholders; and

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

      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



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<PAGE>

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

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 (1) in the case of the Depositor, CWALT,
Inc., 4500 Park Granada, Calabasas, California 91302, facsimile number: (818)
225-4016, Attention: Josh Adler, (2) in the case of Countrywide, Countrywide
Home Loans, Inc., 4500 Park Granada, Calabasas, California 91302, facsimile
number: (818) 225-4016, Attention: Josh Adler or such other address as may be
hereafter furnished to the Depositor and the Trustee by Countrywide in writing,
(3) in the case of Park Granada, Park Granada LLC, c/o Countrywide Financial
Corporation, 4500 Park Granada, Calabasas, California 91302, facsimile number:
(818) 225-4016, Attention: Josh Adler or such other address as may be hereafter
furnished to the Depositor and the Trustee by Park Granada in writing, (4) in
the case of Park Monaco Inc., c/o Countrywide Financial Corporation, 4500 Park
Granada, Calabasas, California 91302, facsimile number: (818) 225-4016,
Attention: Josh Adler or such other address as may be hereafter furnished to the
Depositor and the Trustee by Park Monaco in writing, (5) in the case of Park
Sienna LLC, c/o Countrywide Financial Corporation, 4500 Park Granada, Calabasas,
California 91302, facsimile number: (818) 225-4016, Attention: Josh Adler or
such other address as may be hereafter furnished to the Depositor and the
Trustee by Park Sienna in writing, (6) in the case of the Master Servicer,
Countrywide Home Loans Servicing LP, 400 Countrywide Way, Simi Valley,
California 93065, facsimile number (805) 520-5623, Attention: Mark Wong, or such
other address as may be hereafter furnished to the Depositor and the Trustee by
the Master Servicer in writing, (7) in the case of the Trustee, The Bank of New
York, 101 Barclay Street, 4 West, New York, New York 10286, facsimile number:
(212) 815-3986, Attention: Mortgage-Backed Securities Group, CWALT, Inc. Series
2007-OH1, or such other address as the Trustee may hereafter furnish to the
Depositor or Master Servicer, (8) in the case of the Rating Agencies, the
address specified therefor in the definition corresponding to the name of such
Rating Agency , and (9) in the case of the Swap Counterparty, Barclays Bank PLC,
5 The North Colonnade, Canary Wharf, London E14 4BB, England, Attention: Swaps
Documentation, facsimile number 44(20) 777 36461, or such other address as may
be hereafter furnished by the Swap Counterparty. Notices to Certificateholders
shall be deemed given when mailed, first class postage prepaid, to their
respective addresses appearing in the Certificate Register.

      SECTION 10.06. Severability of Provisions.

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

      SECTION 10.07. Assignment.

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



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<PAGE>

      SECTION 10.08. Limitation on Rights of Certificateholders.

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

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

      No Certificateholder shall have any right by virtue or by availing
itself of any provisions of this Agreement to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this
Agreement, unless such Holder previously shall have given to the Trustee a
written notice of an Event of Default and of the continuance thereof, as
provided in this Agreement, and unless the Holders of Certificates evidencing
not less than 25% of the Voting Rights evidenced by the Certificates shall
also have made written request to the Trustee to institute such action, suit
or proceeding in its own name as Trustee hereunder and shall have offered to
the Trustee such reasonable indemnity as it may require against the costs,
expenses, and liabilities to be incurred therein or thereby, and the Trustee,
for 60 days after its receipt of such notice, request and offer of indemnity
shall have neglected or refused to institute any such action, suit or
proceeding; it being understood and intended, and being expressly covenanted
by each Certificateholder with every other Certificateholder and the Trustee,
that no one or more Holders of Certificates shall have any right in any manner
whatever by virtue or by availing itself or themselves of any provisions of
this Agreement to affect, disturb or prejudice the rights of the Holders of
any other of the Certificates, or to obtain or seek to obtain priority over or
preference to any other such Holder or to enforce any right under this
Agreement, except in the manner provided in this Agreement and for the common
benefit of all Certificateholders. For the protection and enforcement of the
provisions of this Section 10.08, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.

      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



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<PAGE>

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.



                                   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.



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<PAGE>

      SECTION 11.02. Form 10-D Filings.

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

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

      (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.



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      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 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.



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      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.

      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



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<PAGE>

      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 Section 11.07 and shall
      include a certification that each such annual compliance statement or
      report discloses any deficiencies or defaults described to the
      registered public accountants of such Person to enable such accountants
      to render the certificates provided for in this Section 11.07. In the
      event the Master Servicer, any Subservicer, the Trustee or Reporting
      Subcontractor is terminated or resigns during the term of this
      Agreement, such Person shall provide a certification to the Certifying
      Person pursuant to this Section 11.07 with respect to the period of time
      it was subject to this Agreement or provided services with respect to
      the Trust Fund, the Certificates or the Mortgage Loans.

      (b) In the event the Master Servicer, any Subservicer, the Trustee or
Reporting Subcontractor is terminated or resigns during the term of this
Agreement, such Person shall provide documents and information required by
this Section 11.07 with respect to the period of time it was subject to this
Agreement or provided services with respect to the Trust Fund, the
Certificates or the Mortgage Loans.



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<PAGE>

      (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 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, as
applicable. The Master Servicer or the



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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.

                             *   *   *   *   *   *



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


                                    CWALT, INC.,
                                      as Depositor


                                    By:   /s/ Michael Schloessmann
                                       ------------------------------------
                                    Name:   Michael Schloessmann
                                    Title:  Managing Director


                                    THE BANK OF NEW YORK,
                                      as Trustee


                                    By:   /s/ William J. Herrmann
                                         ----------------------------------
                                    Name:   William J. Herrmann
                                    Title:  Assistant Treasurer


                                    COUNTRYWIDE HOME LOANS, INC.,
                                      as a Seller


                                    By:   /s/ Michael Schloessmann
                                       ------------------------------------
                                    Name:   Michael Schloessmann
                                    Title:  Managing Director


                                    PARK GRANADA LLC,
                                      as a Seller


                                    By:   /s/ Michael Schloessmann
                                       ------------------------------------
                                    Name:   Michael Schloessmann
                                    Title:  Managing Director



                                    PARK SIENNA LLC,
                                      as a Seller

                                    By:   /s/ Michael Schloessmann
                                       ------------------------------------
                                    Name:   Michael Schloessmann
                                    Title:  Managing Director

<PAGE>

                                    PARK MONACO INC.,
                                      as a Seller

                                    By:   /s/ Michael Schloessmann
                                       ------------------------------------
                                    Name:   Michael Schloessmann
                                    Title:  Managing Director



                                    COUNTRYWIDE HOME LOANS SERVICING LP,
                                      as Master Servicer


                                    By:  COUNTRYWIDE GP, INC.


                                    By:   /s/ Michael Schloessmann
                                       ------------------------------------
                                    Name:   Michael Schloessmann
                                    Title:  Managing Director

<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

<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-OH1
                  Representations and Warranties of Countrywide
                  ---------------------------------------------

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

            (1) Countrywide is duly organized as a New York corporation and is
validly existing and in good standing under the laws of the State of New York
and is duly authorized and qualified to transact any and all business
contemplated by the Pooling and Servicing Agreement to be conducted by
Countrywide in any state in which a Mortgaged Property is located or is
otherwise not required under applicable law to effect such qualification and,
in any event, is in compliance with the doing business laws of any such state,
to the extent necessary to perform any of its obligations under the Pooling
and Servicing Agreement 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 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



                                    S-II-A-1
<PAGE>

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-OH1

                 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
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,



                                    S-II-B-1
<PAGE>

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-OH1

                  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 each
Supplemental Transfer Agreement, and the fulfillment of or compliance with the
terms thereof are in the ordinary course of business of Park Monaco and will
not (A) result in a material breach of any term or provision of the
certificate of incorporation or by-laws of Park Monaco or (B) materially
conflict with, result in a material breach, violation or acceleration of, or
result in a material default under, the terms of any other material agreement
or instrument to which Park Monaco is a party or by which it may be bound, or
(C) constitute a material violation of any statute, order or regulation
applicable to Park



                                    S-II-C-1
<PAGE>

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

         (4) No litigation is pending or, to the best of Park Monaco's
knowledge, threatened, against Park Monaco that would materially and adversely
affect the execution, delivery or enforceability 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-OH1

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

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

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

      (2) Park Sienna has the full corporate power and authority to sell each
Park Sienna Mortgage Loan, and to execute, deliver and perform, and to enter
into and consummate the transactions contemplated by the Pooling and Servicing
Agreement and 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-OH1

  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 Initial Mortgage Loan is true and
correct in all material respects as of the Closing Date and with respect to
each Supplemental Mortgage Loan is true and correct in all material respects
as of the related Supplemental Transfer Date (in each case, other than the
information contained in clauses (xix), (xx) and (xxi) of the Mortgage Loan
Schedule).

            (2) As of the Closing Date, all payments with respect to each
Initial Mortgage Loan due prior to the Initial Cut-off Date have been made. As
of each Supplemental Transfer Date, all payments with respect to each related
Supplemental Mortgage Loan due prior to the related Supplemental Cut-off Date
have been made.

            (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].



                                    S-III-A-1
<PAGE>

            (6) There is no delinquent tax or assessment lien against any
Mortgaged Property.

            (7) There is no valid offset, defense or counterclaim to any
Mortgage Note or Mortgage, including the obligation of the Mortgagor to pay
the unpaid principal of or interest on such Mortgage Note.

            (8) There are no mechanics' liens or claims for work, labor or
material affecting any Mortgaged Property which are or may be a lien prior to,
or equal with, the lien of such Mortgage, except those which are insured
against by the title insurance policy referred to in item (12) below.

            (9) As of the Closing Date, to the best of Countrywide's
knowledge, each Mortgaged Property is free of material damage and in good
repair.

            (10) Each Mortgage Loan at origination complied in all material
respects with applicable local, state and federal laws, including, without
limitation, usury, equal credit opportunity, predatory and abusive lending
laws, real estate settlement procedures, truth-in-lending and disclosure laws,
and consummation of the transactions contemplated hereby will not involve the
violation of any such laws.

      (11) As of the Closing Date with respect to the Initial Mortgage Loans
and as of the related Supplemental Transfer Date with respect to the
Supplemental Mortgage Loans, neither the Sellers, neither Countrywide nor any
prior holder of any Mortgage has modified the Mortgage in any material respect
(except that a Mortgage Loan may have been modified by a written instrument
which has been recorded or submitted for recordation, if necessary, to protect
the interests of the Certificateholders and the original or a copy of which
has been delivered to the Trustee); satisfied, cancelled or subordinated such
Mortgage in whole or in part; released the related Mortgaged Property in whole
or in part from the lien of such Mortgage; or executed any instrument of
release, cancellation, modification or satisfaction with respect thereto.

      (12) A lender's policy of title insurance together with a condominium
endorsement, adjustable rate rider, negative amortization 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 the unenforceability of the lien resulting
from the provisions of the Mortgage providing for adjustment of the mortgage
interest rate and/or the monthly payment including any negative amortization
thereunder. 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.



                                    S-III-A-2
<PAGE>

      (13) With respect to each Mortgage Loan, all mortgage rate and payment
adjustments, if any, made on or prior to the Cut-off Date have been made in
accordance with the terms of the related Mortgage Note or subsequent
modifications, if any, and applicable law.

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

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

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

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

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

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

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



                                    S-III-A-3
<PAGE>

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

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

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

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

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

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

      (27) As of the Closing Date, 53.52% of the Initial Mortgage Loans by
aggregate Stated Principal Balance of the Initial Mortgage Loans as of the
Cut-off Date, provide for a Prepayment Charge.

      (28) Generally, 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.

      (29) As of the Closing Date or the related Supplemental Transfer Date,
as applicable, 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



                                    S-III-A-4
<PAGE>

coverage and coverage for such other hazards as are customary in the area
where the Mortgaged Property is located in an amount which is at least equal
to the lesser of (i) the maximum insurable value of the improvements securing
such Mortgage Loan or (ii) the greater of (a) the outstanding principal
balance of the Mortgage Loan and (b) an amount such that the proceeds of such
policy shall be sufficient to prevent the Mortgagor and/or the mortgagee from
becoming a co-insurer. If the Mortgaged Property is a condominium unit, it is
included under the coverage afforded by a blanket policy for the condominium
unit. All such individual insurance policies and all flood policies referred
to in item (30) below contain a standard mortgagee clause naming Countrywide
or the original mortgagee, and its successors in interest, as mortgagee, and
Countrywide has received no notice that any premiums due and payable thereon
have not been paid; the Mortgage obligates the Mortgagor thereunder to
maintain all such insurance including flood insurance at the Mortgagor's cost
and expense, and upon the Mortgagor's failure to do so, authorizes the holder
of the Mortgage to obtain and maintain such insurance at the Mortgagor's cost
and expense and to seek reimbursement therefor from the Mortgagor.

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

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

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

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

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

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



                                    S-III-A-5
<PAGE>

      (36) All taxes, governmental assessments, insurance premiums, water,
sewer and municipal charges, leasehold payments or ground rents which
previously became due and owing have been paid, or an escrow of funds has been
established in an amount sufficient to pay for every such item which remains
unpaid and which has been assessed, but is not yet due and payable. Except for
(A) payments in the nature of escrow payments, and (B) interest accruing from
the date of the Mortgage Note or date of disbursement of the Mortgage
proceeds, whichever is later, to the day which precedes by one month the Due
Period 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.

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

      (38) Other than with respect to any Streamlined Documentation Mortgage
Loan as to which the loan-to-value ratio of the related Original Mortgage Loan
was less than 90% at the time of the origination of such Original Mortgage
Loan, prior to the approval of the Mortgage Loan application, an appraisal of
the related Mortgaged Property was obtained from a qualified appraiser, duly
appointed by the originator, who had no interest, direct or indirect, in the
Mortgaged Property or in any loan made on the security thereof, and whose
compensation is not affected by the approval or disapproval of the Mortgage
Loan; such appraisal is in a form acceptable to FNMA and FHLMC.

      (39) None of the Initial Mortgage Loans is a graduated payment mortgage
loan or a growing equity mortgage loan, and none of the Initial Mortgage Loans
is subject to a buydown or similar arrangement.

      (40) Any leasehold estate securing a Mortgage Loan has a term of not
less than five years in excess of the term of the related Mortgage Loan.

      (41) The Mortgage Loans were selected from among the outstanding
adjustable-rate one- to four-family mortgage loans in the portfolios of the
Sellers at the Closing Date as to which the representations and warranties
made as to the Mortgage Loans set forth in this Schedule III-A can be made.
Such selection was not made in a manner intended to adversely affect the
interests of Certificateholders.

      (42) Except for 0.00% of the Initial Mortgage Loans, by aggregate Stated
Principal Balance of the Initial Mortgage Loans as of the Cut-off Date, each
Mortgage Loan transferred and assigned to the Trustee on the Closing Date has
a payment date on or before June 1, 2007.

      (43) With respect to any Mortgage Loan as to which an affidavit has been
delivered to the Trustee certifying that the original Mortgage Note is a Lost
Mortgage Note, if such Mortgage Loan is subsequently in default, the
enforcement of such Mortgage Loan or of the related Mortgage by or on behalf
of the Trustee will not be materially adversely affected by the



                                    S-III-A-6
<PAGE>

absence of the original Mortgage Note. A "Lost Mortgage Note" is a Mortgage
Note the original of which was permanently lost or destroyed and has not been
replaced.

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

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

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

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

      (48) 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.).

      (49) 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.).

      (50) 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.

      (51) 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 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.



                                    S-III-A-7
<PAGE>

                                 SCHEDULE III-B

                                   CWALT, Inc.

                       Mortgage Pass-Through Certificates

                                 Series 2007-OH1

             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-OH1

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

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



                                    S-III-C-1
<PAGE>

                                 SCHEDULE III-D

                                   CWALT, Inc.

                       Mortgage Pass-Through Certificates

                                 Series 2007-OH1

             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-OH1

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

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



                                    S-III-E-1
<PAGE>

                                   SCHEDULE IV

                                   CWALT, Inc.

                       Mortgage Pass-Through Certificates

                                 Series 2007-OH1

              Representations and Warranties of the Master Servicer
              -----------------------------------------------------

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

            (1) Countrywide Servicing is duly organized as a limited
partnership and is validly existing and in good standing under the laws of the
State of Texas and is duly authorized and qualified to transact any and all
business contemplated by the Pooling and Servicing Agreement to be conducted
by Countrywide Servicing in any state in which a Mortgaged Property is located
or is otherwise not required under applicable law to effect such qualification
and, in any event, is in compliance with the doing business laws of any such
state, to the extent necessary to perform any of its obligations under the
Pooling and Servicing Agreement in accordance with the terms thereof.

            (2) Countrywide Servicing has the full partnership power and
authority to service each Mortgage Loan, and to execute, deliver and perform,
and to enter into and consummate the transactions contemplated by the Pooling
and Servicing Agreement and has duly authorized by all necessary partnership
action on the part of Countrywide Servicing the execution, delivery and
performance of the Pooling and Servicing Agreement; and the Pooling and
Servicing Agreement, assuming the due authorization, execution and delivery
thereof by the other parties thereto, constitutes a legal, valid and binding
obligation of Countrywide Servicing, enforceable against Countrywide Servicing
in accordance with its terms, except that (a) the enforceability thereof may
be limited by bankruptcy, insolvency, moratorium, receivership and other
similar laws relating to creditors' rights generally and (b) the remedy of
specific performance and injunctive and other forms of equitable relief may be
subject to equitable defenses and to the discretion of the court before which
any proceeding therefor may be brought.

            (3) The execution and delivery of the Pooling and Servicing
Agreement by Countrywide Servicing, the servicing of the Mortgage Loans by
Countrywide Servicing under the Pooling and Servicing Agreement, the
consummation of any other of the transactions contemplated by the Pooling and
Servicing Agreement, and the fulfillment of or compliance with the terms
thereof are in the ordinary course of business of Countrywide Servicing and
will not (A) result in a material breach of any term or provision of the
certificate of limited partnership, partnership agreement or other
organizational document of Countrywide Servicing or



                                     S-IV-1
<PAGE>

(B) materially conflict with, result in a material breach, violation or
acceleration of, or result in a material default under, the terms of any other
material agreement or instrument to which Countrywide Servicing is a party or
by which it may be bound, or (C) constitute a material violation of any
statute, order or regulation applicable to Countrywide Servicing of any court,
regulatory body, administrative agency or governmental body having
jurisdiction over Countrywide Servicing; and Countrywide Servicing is not in
breach or violation of any material indenture or other material agreement or
instrument, or in violation of any statute, order or regulation of any court,
regulatory body, administrative agency or governmental body having
jurisdiction over it which breach or violation may materially impair the
ability of Countrywide Servicing to perform or meet any of its obligations
under the Pooling and Servicing Agreement.

            (4) Countrywide Servicing is an approved servicer of conventional
mortgage loans for FNMA or FHLMC and is a mortgagee approved by the Secretary
of Housing and Urban Development pursuant to sections 203 and 211 of the
National Housing Act.

            (5) No litigation is pending or, to the best of Countrywide
Servicing's knowledge, threatened, against Countrywide Servicing that would
materially and adversely affect the execution, delivery or enforceability of
the Pooling and Servicing Agreement or the ability of Countrywide Servicing to
service the Mortgage Loans or to perform any of its other obligations under
the Pooling and Servicing Agreement in accordance with the terms thereof.

            (6) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by Countrywide Servicing of, or compliance by Countrywide
Servicing with, the Pooling and Servicing Agreement or the consummation of the
transactions contemplated thereby, or if any such consent, approval,
authorization or order is required, Countrywide Servicing has obtained the
same.

            (7) Countrywide Servicing is a member of MERS in good standing,
and will comply in all material respects with the rules and procedures of MERS
in connection with the servicing of the MERS Mortgage Loans for as long as
such Mortgage Loans are registered with MERS.



                                     S-IV-2
<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                       :


ISIN                        :


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.


                                       A-2
<PAGE>

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

      [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.


                                       A-3
<PAGE>

      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-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


                                       A-5
<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                       :


ISIN                        :


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.


                                       B-3
<PAGE>

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

      [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


                                       B-4
<PAGE>

requirements for exemptive relief under Sections I and III of PTCE 95-60, or
(iii) in the case of any such Certificate presented for registration in the name
of an employee benefit plan subject to ERISA or a plan or arrangement subject to
Section 4975 of the Code (or comparable provisions of any subsequent
enactments), a trustee of any such benefit plan or arrangement or any other
person acting on behalf of any such benefit plan or arrangement, an Opinion of
Counsel satisfactory to the Trustee to the effect that the purchase and holding
of such Certificate will not result in a prohibited transaction under Section
406 of ERISA or Section 4975 of the Code, and will not subject the Trustee or
the Master Servicer to any obligation in addition to those undertaken in the
Agreement, which Opinion of Counsel shall not be an expense of the Trustee, the
Master Servicer or the Trust Fund. Notwithstanding anything else to the contrary
herein, any purported transfer of a Certificate of this Class to or on behalf of
an employee benefit plan subject to ERISA or a plan or arrangement subject to
Section 4975 of the Code without the opinion of counsel satisfactory to the
Trustee as described above shall be void and of no effect.]

      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-1

                         [FORM OF RESIDUAL CERTIFICATE]

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

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE TRUSTEE EITHER (A) A REPRESENTATION LETTER TO THE
EFFECT THAT (i) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), A PLAN OR
ARRANGEMENT SUBJECT TO SECTION 4975 OF THE CODE, OR A PERSON ACTING ON BEHALF OF
OR INVESTING THE ASSETS OF SUCH A BENEFIT PLAN OR ARRANGEMENT TO EFFECT THE
TRANSFER, OR (ii) IF SUCH CERTIFICATE HAS BEEN THE SUBJECT OF AN
ERISA-QUALIFYING UNDERWRITING AND THE TRANSFEREE IS AN INSURANCE COMPANY, A
REPRESENTATION THAT THE TRANSFEREE IS PURCHASING SUCH CERTIFICATE WITH FUNDS
CONTAINED IN AN "INSURANCE COMPANY GENERAL ACCOUNT" AS SUCH TERM IS DEFINED IN
SECTION V(e) OF PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60, AND THE
PURCHASE AND HOLDING OF THE CERTIFICATE SATISFY THE REQUIREMENTS FOR EXEMPTIVE
RELIEF UNDER SECTIONS I AND III OF PTCE 95-60, OR (B) AN OPINION OF COUNSEL IN
ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF
THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR
A PLAN OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE CODE WITHOUT THE OPINION OF
COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO
EFFECT.

[THIS CERTIFICATE REPRESENTS THE "TAX MATTERS PERSON RESIDUAL INTEREST" ISSUED
UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW AND MAY NOT BE
TRANSFERRED TO ANY PERSON EXCEPT IN CONNECTION WITH THE ASSUMPTION BY THE
TRANSFEREE OF THE DUTIES OF THE SERVICER UNDER SUCH AGREEMENT.]


                                      C-1-1
<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                       :


ISIN                        :


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.


                                      C-1-2
<PAGE>

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

      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.


                                      C-1-3
<PAGE>

      Each Holder of this Class A-R Certificate will be deemed to have agreed to
be bound by the restrictions of the Agreement, including but not limited to the
restrictions that (i) each person holding or acquiring any Ownership Interest in
this Class A-R Certificate must be a Permitted Transferee, (ii) no Ownership
Interest in this Class A-R Certificate may be transferred without delivery to
the Trustee of (a) a transfer affidavit of the proposed transferee and (b) a
transfer certificate of the transferor, each of such documents to be in the form
described in the Agreement, (iii) each person holding or acquiring any Ownership
Interest in this Class A-R Certificate must agree to require a transfer
affidavit and to deliver a transfer certificate to the Trustee as required
pursuant to the Agreement, (iv) each person holding or acquiring an Ownership
Interest in this Class A-R Certificate must agree not to transfer an Ownership
Interest in this Class A-R Certificate if it has actual knowledge that the
proposed transferee is not a Permitted Transferee and (v) any attempted or
purported transfer of any Ownership Interest in this Class A-R Certificate in
violation of such restrictions will be absolutely null and void and will vest no
rights in the purported transferee.

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

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


                                      * * *


                                      C-1-4
<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-1-5
<PAGE>

                                   EXHIBIT C-2

                                   [RESERVED]


                                      C-2-1

<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
20th 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


                                       E-2
<PAGE>

expiration of 21 years from the death of the last survivor of the descendants
living at the date of the Agreement of a certain person named in the Agreement.

      Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.


                                       E-3
<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
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 Initial


                                      F-1-1
<PAGE>

      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 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;


                                      G-1-1
<PAGE>

      (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
            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


                                      G-1-2
<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
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, sufficiency, enforceability
or genuineness of any of the documents contained in each Mortgage File of any of
the Initial Mortgage Loans identified on the [Mortgage Loan Schedule][Loan
Number and Borrower Identification Mortgage Loan Schedule] or (ii) the
collectibility, insurability, effectiveness or suitability of any such Mortgage
Loan.


                                      G-1-3
<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


                                      G-2-1
<PAGE>

            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;

      (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, 2004, 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


                                      G-2-2
<PAGE>

      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 "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][Loan
Number and Borrower Identification 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


                                      H-1-1
<PAGE>

      (iii) 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];

      (iv)  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);

      (v)   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)];

      (vi)  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

      (vii) 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][Loan
Number and Borrower Identification Mortgage Loan Schedule] or (ii) the
collectibility, insurability, effectiveness or suitability of any such Initial
Mortgage Loan.


                                     H-1-3
<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


                                      H-2-1
<PAGE>

            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;

      (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] 1, 2004, 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.


                                      H-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][Loan
Number and Borrower Identification 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 - 8W
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 - 8W
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 - 8W
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-1

                           [FORM OF] RULE 144A LETTER



                                               ---------------------
                                               Date


CWALT, Inc.
4500 Park Granada
Calabasas, California  91302
Attention:  Josh Adler

The Bank of New York
101 Barclay Street - 8W
New York, New York  10286

Attention:  Mortgage-Backed Securities Group
            Series 200_-_


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

Ladies and Gentlemen:

            In connection with our acquisition of the above Certificates we
certify that (a) we understand that the Certificates are not being registered
under the Securities Act of 1933, as amended (the "Act"), or any state
securities laws and are being transferred to us in a transaction that is exempt
from the registration requirements of the Act and any such laws, (b) we have
such knowledge and experience in financial and business matters that we are
capable of evaluating the merits and risks of investments in the Certificates,
(c) we have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Certificates, (d) either (i) we are not an employee benefit plan
that is subject to the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), or a plan or arrangement that is subject to Section 4975 of
the Internal Revenue Code of 1986, as amended, nor are we acting on behalf of or
investing the assets of any such benefit plan or arrangement to effect such
acquisition or (ii) if the Certificates have been the subject of an
ERISA-Qualifying Underwriting and we are an insurance company, we are purchasing
such Certificates with funds contained in an "insurance company general account"
(as such term is defined in Section V(e) of Prohibited Transaction Class
Exemption 95-60 ("PTCE 95-60")) and the purchase and holding of such
Certificates satisfy the requirements for exemptive relief under Sections I and
III of PTCE 95-60, (e) we have not, nor has anyone acting on our behalf offered,
transferred, pledged, sold or


                                      L-1-1
<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-1-2
<PAGE>

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


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
            --------------------------------------------------------

          [For Transferees Other Than Registered Investment Companies]


            The undersigned (the "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:

            1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
Buyer.

            2. In connection with purchases by the Buyer, the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933, as amended ("Rule 144A") because (i) the Buyer owned
and/or invested on a discretionary basis either at least $100,000 in securities
or, if Buyer is a dealer, Buyer must own and/or invest on a discretionary basis
at least $10,000,000 in securities (except for the excluded securities referred
to below) as of the end of the Buyer's most recent fiscal year (such amount
being calculated in accordance with Rule 144A and (ii) the Buyer satisfies the
criteria in the category marked below.

            ___   Corporation, etc. The Buyer is a corporation (other than a
                  bank, savings and loan association or similar institution),
                  Massachusetts or similar business trust, partnership, or
                  charitable organization described in Section 501(c)(3) of the
                  Internal Revenue Code of 1986, as amended.

            ___   Bank. The Buyer (a) is a national bank or banking institution
                  organized under the laws of any State, territory or the
                  District of Columbia, the business of which is substantially
                  confined to banking and is supervised by the State or
                  territorial banking commission or similar official or is a
                  foreign bank or equivalent institution, and (b) has an audited
                  net worth of at least $25,000,000 as demonstrated in its
                  latest annual financial statements, a copy of which is
                  attached hereto.

            ___   Savings and Loan. The Buyer (a) is a savings and loan
                  association, building and loan association, cooperative bank,
                  homestead association or similar institution, which is
                  supervised and examined by a State or Federal authority having
                  supervision over any such institutions or is a foreign savings
                  and loan association or equivalent institution and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto.


                                      L-1-3
<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-1-4
<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-1-5
<PAGE>

                                                        ANNEX 2 TO EXHIBIT L-1
                                                        ----------------------


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
            --------------------------------------------------------

           [For Transferees That are Registered Investment Companies]


            The undersigned (the "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:

            1. As indicated below, the undersigned is the President, Chief
      Financial Officer or Senior Vice President of the Buyer or, if the Buyer
      is a "qualified institutional buyer" as that term is defined in Rule 144A
      under the Securities Act of 1933, as amended ("Rule 144A") because Buyer
      is part of a Family of Investment Companies (as defined below), is such an
      officer of the Adviser.

            2. In connection with purchases by Buyer, the Buyer is a "qualified
      institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is
      an investment company registered under the Investment Company Act of 1940,
      as amended and (ii) as marked below, the Buyer alone, or the Buyer's
      Family of Investment Companies, owned at least $100,000,000 in securities
      (other than the excluded securities referred to below) as of the end of
      the Buyer's most recent fiscal year. For purposes of determining the
      amount of securities owned by the Buyer or the Buyer's Family of
      Investment Companies, the cost of such securities was used, except (i)
      where the Buyer or the Buyer's Family of Investment Companies reports its
      securities holdings in its financial statements on the basis of their
      market value, and (ii) no current information with respect to the cost of
      those securities has been published. If clause (ii) in the preceding
      sentence applies, the securities may be valued at market.

            ___   The Buyer owned $_______ in securities (other than the
                  excluded securities referred to below) as of the end of the
                  Buyer's most recent fiscal year (such amount being calculated
                  in accordance with Rule 144A).

            ___   The Buyer is part of a Family of Investment Companies which
                  owned in the aggregate $________ in securities (other than the
                  excluded securities referred to below) as of the end of the
                  Buyer's most recent fiscal year (such amount being calculated
                  in accordance with Rule 144A).

            3. The term "Family of Investment Companies" as used herein means
      two or more registered investment companies (or series thereof) that have
      the same investment adviser or investment advisers that are affiliated (by
      virtue of being majority owned subsidiaries of the same parent or because
      one investment adviser is a majority owned subsidiary of the other).


                                      L-1-6
<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-1-7
<PAGE>

                                   EXHIBIT L-2

                  [FORM OF] ERISA LETTER (COVERED CERTIFICATES)



                                               ---------------------
                                               Date


CWALT, Inc.
4500 Park Granada
Calabasas, California  91302
Attention:  Josh Adler

The Bank of New York
101 Barclay Street - 8W
New York, New York  10286

Attention:  Mortgage-Backed Securities Group
            Series 200_-_


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

Ladies and Gentlemen:

            In connection with our acquisition of the above Certificates, we
certify that we are not, and are not acquiring the Certificates on behalf of or
with plan assets of an "employee benefit plan" as defined in section 3(3) of
ERISA that is subject to Title I of ERISA, a "plan" as defined in section 4975
of the Code that is subject to section 4975 of the Code, or any person investing
on behalf of or with plan assets (as defined in 29 CFR ss.2510.3-101 or
otherwise under ERISA) of such an employee benefit plan or plan, or (ii) the
purchase and holding of the Certificates satisfy the requirements for exemptive
relief under PTCE 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or a
similar exemption. We understand that, in the event that such representation is
violated, such transfer or acquisition shall be void and of no effect.

                                       Very truly yours,

                                       -----------------------------------
                                       Print Name of Transferee


                                       By:
                                           ---------------------------
                                           Authorized Officer


                                      L-2-1
<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 FILE FORMAT

APPENDIX  E - Standard & Poor's Predatory Lending Categories
--------  --------------------------------------------------

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

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

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

                               Effective June 2, 2003
--------------------------------------------------------------------------------------------------------
Colorado                       Consumer Equity Protection, Colo. Stat. Ann.   Covered Loan
                               ss.ss. 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          High Cost Home Loan
                               Practices Act, 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.     Covered Loan
                               26-1151.01 et seq.

                               Effective for loans closed on or after
                               January 28, 2003
--------------------------------------------------------------------------------------------------------
</TABLE>


                                                   O-1
<PAGE>

<TABLE>
<CAPTION>
Standard & Poor's High Cost Loan Categorization
-----------------------------------------------
<S>                            <C>                                            <C>
--------------------------------------------------------------------------------------------------------
      State/Jurisdiction       Name of Anti-Predatory Lending Law/Effective   Category under Applicable
                                                   Date                       Anti-Predatory Lending Law
--------------------------------------------------------------------------------------------------------
Florida                        Fair Lending Act, Fla. Stat. Ann. ss.ss.       High Cost Home Loan
                               494.0078 et seq.

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

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

                               Effective for loans closed on or after March
                               7, 2003
--------------------------------------------------------------------------------------------------------
HOEPA Section 32               Home Ownership and Equity Protection Act of    High Cost Loan
                               1994, 15 U.S.C. 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.      High Risk Home Loan
                               tit. 815, 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.   High Loan to Value Consumer
                               16a-1-101 et seq.                              Loan (id. ss. 16a-3-207) and;

                               Sections 16a-1-301 and 16a-3-207 became        High APR Consumer Loan (id.
                               effective April 14, 1999; Section 16a-3-308a   ss. 16a-3-308a)
                               became effective July 1, 1999
--------------------------------------------------------------------------------------------------------
Kentucky                       2003 KY H.B. 287 - High Cost Home Loan Act,    High Cost Home Loan
                               Ky. Rev. Stat. ss.ss. 360.100 et seq.

                               Effective June 24, 2003
--------------------------------------------------------------------------------------------------------
</TABLE>


                                                   O-2
<PAGE>

<TABLE>
<CAPTION>
Standard & Poor's High Cost Loan Categorization
-----------------------------------------------
<S>                            <C>                                            <C>
--------------------------------------------------------------------------------------------------------
      State/Jurisdiction       Name of Anti-Predatory Lending Law/Effective   Category under Applicable
                                                   Date                       Anti-Predatory Lending Law
--------------------------------------------------------------------------------------------------------
Maine                          Truth in Lending, Me. Rev. Stat. tit. 9-A,     High Rate High Fee Mortgage
                               ss.ss. 8-101 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   High Cost Home Loan
                               et seq. and 209 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.  Home Loan
                               598D.010 et seq.

                               Effective October 1, 2003
--------------------------------------------------------------------------------------------------------
New Jersey                     New Jersey Home Ownership Security Act of      High Cost Home Loan
                               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.      High Cost Home Loan
                               ss.ss. 58-21A-1 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      High Cost Home Loan
                               Home Loans, N.C. 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      Covered Loan
                               the Ohio Code), Ohio Rev. Code Ann.
--------------------------------------------------------------------------------------------------------
</TABLE>


                                                   O-3
<PAGE>

<TABLE>
<CAPTION>
Standard & Poor's High Cost Loan Categorization
-----------------------------------------------
<S>                            <C>                                            <C>
--------------------------------------------------------------------------------------------------------
      State/Jurisdiction       Name of Anti-Predatory Lending Law/Effective   Category under Applicable
                                                   Date                       Anti-Predatory Lending Law
--------------------------------------------------------------------------------------------------------
                               ss.ss. 1349.25 et seq.

                               Effective May 24, 2002
---------------------------------------------------------------------------------------------------------
Oklahoma                       Consumer Credit Code (codified in various      Subsection 10 Mortgage
                               sections of Title 14A)

                               Effective July 1, 2000; amended effective
                               January 1, 2004
--------------------------------------------------------------------------------------------------------
South Carolina                 South Carolina High Cost and Consumer Home     High Cost Home Loan
                               Loans Act, S.C. 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,     West Virginia Mortgage Loan
                               Broker and Servicer Act, W. Va. Code Ann.      Act Loan
                               ss.ss. 31-17-1 et seq.

                               Effective June 5, 2002
--------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
Standard & Poor's Covered Loan Categorization
---------------------------------------------
<S>                            <C>                                            <C>
-----------------------------------------------------------------------------------------------------------
      State/Jurisdiction       Name of Anti-Predatory Lending Law/Effective   Category under Applicable
                                                   Date                       Anti-Predatory Lending Law
-----------------------------------------------------------------------------------------------------------

Georgia (Oct. 1, 2002 - Mar.   Georgia Fair Lending Act, Ga. Code Ann. ss.ss. Covered Loan
6, 2003)                       7-6A-1 et seq.

                               Effective October 1, 2002 - March 6, 2003
-----------------------------------------------------------------------------------------------------------

New Jersey                     New Jersey Home Ownership Security Act of      Covered Home Loan
                               2002, N.J. Rev. Stat. ss.ss. 46:10B-22
                               et seq.

                               Effective November 27, 2003 - July 5, 2004
-----------------------------------------------------------------------------------------------------------
</TABLE>


                                                   O-4
<PAGE>

<TABLE>
<CAPTION>
Standard & Poor's Home Loan Categorization
------------------------------------------
<S>                            <C>                                            <C>
-----------------------------------------------------------------------------------------------------------
      State/Jurisdiction       Name of Anti-Predatory Lending Law/Effective   Category under Applicable
                                                   Date                       Anti-Predatory Lending Law
-----------------------------------------------------------------------------------------------------------

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

                               Effective October 1, 2002 - March 6, 2003
-----------------------------------------------------------------------------------------------------------

New Jersey                     New Jersey Home Ownership Security Act of      Home Loan
                               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.      Home Loan
                               ss.ss. 58-21A-1 et seq.

                               Effective as of January 1, 2004; Revised as
                               of February 26, 2004
-----------------------------------------------------------------------------------------------------------

North Carolina                 Restrictions and Limitations on High Cost      Consumer Home Loan
                               Home Loans, N.C. 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     Consumer Home Loan
                               Loans Act, S.C. 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 limited liability
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[o] (the "Pooling and Servicing
Agreement"), in relation to the CHL Mortgage Pass-Through 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 $________; provided, however, that such
amount shall not exceed the amount on deposit in the Supplemental Loan Account.

      (c) The "Capitalized Interest Requirement" with respect to this
Supplemental Transfer Agreement shall be $________; provided, however, that such
amount shall not exceed the amount on deposit in the Capitalized Interest
Account.

      (d) [Reserved]

      (e) 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.


                                       P-1
<PAGE>

      (f) 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.

      (g) 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.

      (h) 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 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

                                 MONTHLY REPORT

                            [On file with Trustee]



                                       Q-1
<PAGE>

                                   EXHIBIT R-1

                        FORM OF PERFORMANCE CERTIFICATION
                                  (Subservicer)

Re:   The Pooling and Servicing Agreement dated as of [________] (the "Pooling
      and Servicing Agreement") among CWALT, Inc., as Depositor, Countrywide
      Home Loans, Inc., as a Seller, Park Monaco Inc., as a Seller, Park Sienna
      LLC, as a Seller, Countrywide Home Loans Servicing LP, as Master Servicer,
      the undersigned, as Trustee and [Subservicing Agreement] dated as of [ ]
      (the "Agreement")

      I, ________________________________, the _______________________ of [NAME
OF COMPANY] (the "Company"), certify to the Depositor and the Master Servicer,
and their officers, with the knowledge and intent that they will rely upon this
certification, that:

            (1) I have reviewed the servicer compliance statement of the Company
      provided in accordance with Item 1123 of Regulation AB (the "Compliance
      Statement"), the report on assessment of the Company's compliance with the
      servicing criteria set forth in Item 1122(d) of Regulation AB (the
      "Servicing Criteria"), provided in accordance with Rules 13a-18 and 15d-18
      under Securities Exchange Act of 1934, as amended (the "Exchange Act") and
      Item 1122 of Regulation AB (the "Servicing Assessment"), the registered
      public accounting firm's attestation report provided in accordance with
      Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of
      Regulation AB (the "Attestation Report"), all servicing reports, officer's
      certificates and other information relating to the servicing of the
      Mortgage Loans by the Company during 200[ ] that were delivered by the
      Company to the Depositor, the Master Servicer or the Trustee pursuant to
      the Agreement (collectively, the "Company Servicing Information");

            (2) Based on my knowledge, the Company Servicing Information, taken
      as a whole, does not contain any untrue statement of a material fact or
      omit to state a material fact necessary to make the statements made, in
      the light of the circumstances under which such statements were made, not
      misleading with respect to the period of time covered by the Company
      Servicing Information;

            (3) Based on my knowledge, all of the Company Servicing Information
      required to be provided by the Company under the Agreement has been
      provided to the Depositor, the Master Servicer or the Trustee, as
      applicable;

            (4) I am responsible for reviewing the activities performed by the
      Company as a servicer under the Agreement, and based on my knowledge and
      the compliance review conducted in preparing the Compliance Statement and
      except as disclosed in the Compliance Statement, the Servicing Assessment
      or the Attestation Report, the Company has fulfilled its obligations under
      the Agreement in all material respects; and


                                      R-1-1
<PAGE>

            (5) The Compliance Statement required to be delivered by the Company
      pursuant to the Agreement, and the Servicing Assessment and Attestation
      Report required to be provided by the Company and by any Subservicer or
      Subcontractor pursuant to the Agreement, have been provided to the Master
      Servicer. Any material instances of noncompliance described in such
      reports have been disclosed to the Master Servicer. Any material instance
      of noncompliance with the Servicing Criteria has been disclosed in such
      reports.




                                    Date: _________________________


                                     By: ________________________________
                                     Name:
                                     Title:


                                      R-1-2
<PAGE>

                                   EXHIBIT R-2

                        FORM OF PERFORMANCE CERTIFICATION
                                    (Trustee)

      Re:   The Pooling and Servicing Agreement dated as of [________], (the
            "Pooling and Servicing Agreement") among CWALT, Inc., as Depositor,
            Countrywide Home Loans, Inc., as a Seller, Park Monaco Inc., as a
            Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans
            Servicing LP, as Master Servicer, the undersigned, as Trustee

      I, ________________________________, the _______________________ of [NAME
OF COMPANY] (the "Company"), certify to the Depositor and the Master Servicer,
and their officers, with the knowledge and intent that they will rely upon this
certification, that:

            (1) I have reviewed the report on assessment of the Company's
      compliance with the servicing criteria set forth in Item 1122(d) of
      Regulation AB (the "Servicing Criteria"), provided in accordance with
      Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended
      (the "Exchange Act") and Item 1122 of Regulation AB (the "Servicing
      Assessment"), the registered public accounting firm's attestation report
      provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act
      and Section 1122(b) of Regulation AB (the "Attestation Report"), [all
      reports on Form 10-D containing statements to certificateholders filed in
      respect of the period included in the year covered by the annual report of
      the Trust Fund] (collectively, the "Distribution Date Statements");

            (2) Assuming the accuracy and completeness of the information
      delivered to the Company by the Master Servicer as provided in the Pooling
      and Servicing Agreement and subject to paragraph (4) below, the
      distribution information determined by the Company and set forth in the
      Distribution Date Statements contained in all Form 10-D's included in the
      year covered by the annual report of such Trust on Form 10-K for the
      calendar year 200[ ], is complete and does not contain any material
      misstatement of fact as of the last day of the period covered by such
      annual report;

            (3) Based solely on the information delivered to the Company by the
      Master Servicer as provided in the Pooling and Servicing Agreement, (i)
      the distribution information required under the Pooling and Servicing
      Agreement to be contained in the Trust Fund's Distribution Date Statements
      and (ii) the servicing information required to be provided by the Master
      Servicer to the trustee for inclusion in the Trust Fund's Distribution
      Date Statements, to the extent received by the Trustee from the Master
      Servicer in accordance with the Pooling and Servicing Agreement, is
      included in such Distribution Date Statements;

            (4) The Company is not certifying as to the accuracy, completeness
      or correctness of the information which it received from the Master
      Servicer and did not


                                      R-2-1
<PAGE>

      independently verify or confirm the accuracy, completeness or correctness
      of the information provided by the Master Servicer;

            (5) I am responsible for reviewing the activities performed by the
      Company as a person "performing a servicing function" under the Pooling
      and Servicing Agreement, and based on my knowledge and the compliance
      review conducted in preparing the Servicing Assessment and except as
      disclosed in the Servicing Assessment or the Attestation Report, the
      Company has fulfilled its obligations under the Pooling and Servicing
      Agreement; and

            (6) The Servicing Assessment and Attestation Report required to be
      provided by the Company and by Subcontractor pursuant to the Pooling and
      Servicing Agreement, have been provided to the Master Servicer and the
      Depositor. Any material instances of noncompliance described in such
      reports have been disclosed to the Master Servicer and the Depositor. Any
      material instance of noncompliance with the Servicing Criteria has been
      disclosed in such reports.


                                    Date: _________________________




                                    By:  ________________________________
                                    Name:
                                    Title:


                                      R-2-2
<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>
-------------------------------------------------------------------------------------------------------
                               Servicing Criteria                                      Applicable
                                                                                   Servicing Criteria
-------------------------------------------------------------------------------------------------------
    Reference                                Criteria
-------------------------------------------------------------------------------------------------------
<S>               <C>                                                             <C>
                                 General Servicing Considerations
------------------                                                                ---------------------
                  Policies and procedures are instituted to monitor any
                  performance or other triggers and events of default in
1122(d)(1)(i)     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 such servicing
1122(d)(1)(ii)    activities.
------------------                                                                ---------------------
                  Any requirements in the transaction agreements to maintain a
1122(d)(1)(iii)   back-up servicer for the 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
                  required by and otherwise in accordance with the terms of the
1122(d)(1)(iv)    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 other
1122(d)(2)(i)     number of days specified in the transaction agreements.
------------------                                                                ---------------------
                  Disbursements made via wire transfer on behalf of an obligor
1122(d)(2)(ii)    or to an investor are made 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 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
                  respect to commingling of cash) as set forth in the
1122(d)(2)(iv)    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.
------------------                                                                ---------------------
                  Unissued checks are safeguarded so as to prevent unauthorized
1122(d)(2)(vi)    access.
------------------                                                                ---------------------
</TABLE>


                                                   S-1
<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
                               Servicing Criteria                                      Applicable
                                                                                   Servicing Criteria
-------------------------------------------------------------------------------------------------------
    Reference                                Criteria
-------------------------------------------------------------------------------------------------------
<S>               <C>                                                             <C>
                  Reconciliations are prepared on a monthly basis for all
                  asset-backed securities related bank accounts, including
                  custodial accounts and related bank clearing accounts. These
                  reconciliations are (A) mathematically accurate; (B) prepared
                  within 30 calendar days after the bank statement cutoff date,
                  or such other number of days specified in the transaction
                  agreements; (C) reviewed and approved by someone other than
                  the person who prepared the reconciliation; and (D) contain
                  explanations for reconciling items. These reconciling items
                  are resolved within 90 calendar days of their original
                  identification, or such other number of days specified in the
1122(d)(2)(vii)   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
1122(d)(3)(i)     mortgage loans serviced by the Servicer.
------------------                                                                ---------------------
                  Amounts due to investors are allocated and remitted in
                  accordance with timeframes, distribution priority and other
1122(d)(3)(ii)    terms set forth in the transaction agreements.
------------------                                                                ---------------------
                  Disbursements made to an investor are posted within two
                  business days to the Servicer's investor records, or such
1122(d)(3)(iii)   other number of days specified in the transaction agreements.
------------------                                                                ---------------------
                  Amounts remitted to investors per the investor reports agree
                  with cancelled checks, or other form of payment, or custodial
1122(d)(3)(iv)    bank statements.
------------------                                                                ---------------------
                                     Pool Asset Administration
------------------                                                                ---------------------
                   Collateral or security on mortgage loans is maintained as
                  required by the transaction agreements or related mortgage
1122(d)(4)(i)     loan documents.
------------------                                                                ---------------------
                  Mortgage loan and related documents are safeguarded as
1122(d)(4)(ii)    required by the transaction agreements.
------------------                                                                ---------------------
                  Any additions, removals or substitutions to the asset pool are
                  made, reviewed and approved in accordance with any conditions
1122(d)(4)(iii)   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., escrow) in
1122(d)(4)(iv)    accordance with the related mortgage loan documents.
------------------                                                                ---------------------
                  The Servicer's records regarding the mortgage loans agree with
                  the Servicer's records with respect to an obligor's unpaid
1122(d)(4)(v)     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
                  accordance with the transaction agreements and related pool
1122(d)(4)(vi)    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, conducted and
                  concluded in accordance with the timeframes or other
1122(d)(4)(vii)   requirements established by the transaction agreements.
------------------                                                                ---------------------
</TABLE>


                                                   S-2
<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
                               Servicing Criteria                                      Applicable
                                                                                   Servicing Criteria
-------------------------------------------------------------------------------------------------------
    Reference                                Criteria
-------------------------------------------------------------------------------------------------------
<S>               <C>                                                             <C>
                  Records documenting collection efforts are maintained during
                  the period a mortgage loan is delinquent in accordance with
                  the transaction agreements. Such records are maintained on at
                  least a monthly basis, or such other period specified in the
                  transaction agreements, and describe the entity's activities
                  in monitoring delinquent mortgage loans including, for
                  example, phone calls, letters and payment rescheduling plans
                  in cases where delinquency is deemed temporary (e.g., illness
1122(d)(4)(viii)  or unemployment).
------------------                                                                ---------------------
                  Adjustments to interest rates or rates of return for mortgage
                  loans with variable rates are computed based on the related
1122(d)(4)(ix)    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 number of days
1122(d)(4)(x)     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 the
1122(d)(4)(xi)    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 late payment
1122(d)940(xii)   was due to the obligor's error or omission.
------------------                                                                ---------------------
                  Disbursements made on behalf of an obligor are posted within
                  two business days to the obligor's records maintained by the
                  servicer, or such other number of days specified in the
1122(d)(4)(xiii)  transaction agreements.
------------------                                                                ---------------------
                  Delinquencies, charge-offs and uncollectible accounts are
                  recognized and recorded in accordance with the transaction
1122(d)(4)(xiv)   agreements.
------------------                                                                ---------------------
                  Any external enhancement or other support, identified in Item
                  1114(a)(1) through (3) or Item 1115 of Regulation AB, is
1122(d)(4)(xv)    maintained as set forth in the transaction agreements.
-------------------------------------------------------------------------------------------------------

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

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

                                    Date: _________________________

                                    By:  ________________________________
                                    Name:
                                    Title:


                                                   S-3
<PAGE>

                                    EXHIBIT T



                       [FORM OF] 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)


      Re:   Alternative Loan Trust 200[ ]-OA[ ], Mortgage Pass-Through
            Certificates, Series 200[ ]-OA[ ]


      The undersigned Servicer hereby certifies to the Depositor and its
officers, directors and Affiliates (collectively, the "Certification Parties")
as follows, with the knowledge and intent that the Certification Parties will
rely on this Certification in connection with the certification concerning the
Trust Fund to be signed by an officer of the Depositor and submitted to the
Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:

      1. I have reviewed the servicer compliance statement of the Master
Servicer provided in accordance with Item 1123 of Regulation AB (the "Compliance
Statement"), the report on assessment of the Servicer's compliance with the
servicing criteria set forth in Item 1122(d) of Regulation AB (the "Servicing
Criteria"), provided in accordance with Rules 13a-18 and 15d-18 under Securities
Exchange Act of 1934, as amended (the "Exchange Act") and Item 1122 of
Regulation AB (the "Servicing Assessment"), the registered public accounting
firm's attestation report provided in accordance with Rules 13a-18 and 15d-18
under the Exchange Act and Section 1122(b) of Regulation AB (the "Attestation
Report"), and all servicing reports, officer's certificates and other
information relating to the servicing of the Mortgage Loans by the Master
Servicer during 200[ ] that were delivered by the Master Servicer to the Trustee
pursuant to the Agreement (collectively, the "Servicing Information");

      2. Based on my knowledge, the Servicing Information, taken as a whole,
does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in the light of the
circumstances under which such statements were made, not misleading with respect
to the period of time covered by the Servicing Information;

      3. Based on my knowledge, all of the Servicing Information required to be
provided by the Master Servicer under the Agreement has been provided to the
Depositor or the Trustee, as applicable;

      4. I am responsible for reviewing the activities performed by the Master
Servicer as servicer under the 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, [ ], as master servicer, CWALT, Inc., as
depositor, and The Bank of New York, as trustee, and based on my knowledge and
the compliance review conducted in preparing the Compliance Statement and except
as disclosed in the Compliance Statement, the Pooling and Servicing Assessment
or the


                                       U-1
<PAGE>

Attestation Report, the Master Servicer has fulfilled its obligations under the
Agreement in all material respects; and

      5. The Compliance Statement required to be delivered by the Master
Servicer pursuant to the Pooling and Agreement, and the Servicing Assessment and
Attestation Report required to be provided by the Master Servicer and by any
Subservicer or Reporting Subcontractor pursuant to the Agreement, have been
provided to the Depositor. Any material instances of noncompliance described in
such reports have been disclosed to the Depositor. Any material instance of
noncompliance with the Servicing Criteria has been disclosed in such reports.

                                    [MASTER SERVICER]

                                    By:________________________________
                                       Name:
                                       Title:
                                    Date: _________________________



                                      U-2