efc7-2621_6381254ex41.htm


    EXHIBIT
      4.1

     

    The
      Pooling and Servicing Agreement

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

                                                  EXECUTION
      COPY

     

     

    
      	 	 	 


    

     

     

    CWALT,
      INC.,

    Depositor

    


    COUNTRYWIDE
      HOME LOANS, INC.,

    Seller

    


    PARK
      GRANADA LLC,

    Seller

    


    PARK
      MONACO INC.,

    Seller

    


    PARK
      SIENNA LLC,

    Seller

    


    COUNTRYWIDE
      HOME LOANS SERVICING LP,

    Master
      Servicer

    


    and

    THE
      BANK
      OF NEW YORK,

    Trustee

    ___________________________________

     

    POOLING
      AND SERVICING AGREEMENT

    Dated
      as
      of October 1, 2007

    __________________________________

     

    ALTERNATIVE
      LOAN TRUST 2007-OA11

     

    MORTGAGE
      PASS-THROUGH CERTIFICATES, SERIES 2007-OA11

     

    
       

      
        	 	 	 


      

       
                                              

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Table
      of
      Contents

    Page

     

    
      
        	
                ARTICLE
                  I DEFINITIONS

              	
                 9

              
	 	 	 
	
                SECTION
                  1.01.

              	
                Defined
                  Terms.

              	
                9

              
	
                SECTION
                  1.02.

              	
                Certain
                  Interpretive Principles.

              	
                42

              
	 	 	 
	
                ARTICLE
                  II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
                  WARRANTIES

              	
                 44

              
	 	 
	
                SECTION
                  2.01.

              	
                Conveyance
                  of Mortgage Loans

              	
                44

              
	
                SECTION
                  2.02.

              	
                Acceptance
                  by Trustee of the Mortgage Loans.

              	
                51

              
	
                SECTION
                  2.03.

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

              	
                54

              
	
                SECTION
                  2.04.

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

              	
                57

              
	
                SECTION
                  2.05.

              	
                Delivery
                  of Opinion of Counsel in Connection with Substitutions.

              	
                58

              
	
                SECTION
                  2.06.

              	
                Execution
                  and Delivery of Certificates.

              	
                58

              
	
                SECTION
                  2.07.

              	
                REMIC
                  Matters.

              	
                58

              
	
                SECTION
                  2.08.

              	
                Covenants
                  of the Master Servicer.

              	
                59

              
	 	 	 
	
                ARTICLE
                  III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS 

              	
                 60

              
	 	 
	
                SECTION
                  3.01.

              	
                Master
                  Servicer to Service Mortgage Loans.

              	
                60

              
	
                SECTION
                  3.02.

              	
                Subservicing;
                  Enforcement of the Obligations of Subservicers.

              	
                61

              
	
                SECTION
                  3.03.

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

              	
                61

              
	
                SECTION
                  3.04.

              	
                Trustee
                  to Act as Master Servicer.

              	
                62

              
	
                SECTION
                  3.05.

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

              	
                62

              
	
                SECTION
                  3.06.

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

              	
                66

              
	
                SECTION
                  3.07.

              	
                Access
                  to Certain Documentation and Information Regarding the Mortgage
                  Loans.

              	
                67

              
	
                SECTION
                  3.08.

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

              	
                67

              
	
                SECTION
                  3.09.

              	
                Maintenance
                  of Hazard Insurance; Maintenance of Primary Insurance
                  Policies.

              	
                69

              
	
                SECTION
                  3.10.

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

              	
                70

              
	
                SECTION
                  3.11.

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

              	
                72

              
	
                SECTION
                  3.12.

              	
                Trustee
                  to Cooperate; Release of Mortgage Files.

              	
                75

              
	
                SECTION
                  3.13.

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

              	
                76

              
	
                SECTION
                  3.14.

              	
                Servicing
                  Compensation.

              	
                77

              
	
                SECTION
                  3.15.

              	
                Access
                  to Certain Documentation.

              	
                77

              
	
                SECTION
                  3.16.

              	
                Annual
                  Statement as to Compliance.

              	
                77

              
	
                SECTION
                  3.17.

              	
                Errors
                  and Omissions Insurance; Fidelity Bonds.

              	
                78

              
	
                SECTION
                  3.18.

              	
                Notification
                  of Adjustments.

              	
                78

              
	
                SECTION
                  3.19.

              	
                [Reserved].

              	
                78

              
	
                SECTION
                  3.20.

              	
                Prepayment
                  Charges.

              	
                78

              
	
                SECTION
                  3.21.

              	
                [Reserved]

              	
                79

              
	 	 	 
	
                ARTICLE
                  IV DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER 

              	
                 80

              
	 	 
	
                SECTION
                  4.01.

              	
                Advances.

              	
                80

              
	
                SECTION
                  4.02.

              	
                Priorities
                  of Distribution.

              	
                81

              
	
                SECTION
                  4.03.

              	
                Allocation
                  of Net Deferred Interest.

              	
                85

              
	
                SECTION
                  4.04.

              	
                Allocation
                  of Realized Losses.

              	
                86

              
	
                SECTION
                  4.05.

              	
                [Reserved].

              	
                87

              
	
                SECTION
                  4.06.

              	
                Monthly
                  Statements to Certificateholders.

              	
                87

              


      

       

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

      
 

      
        	
                SECTION
                  4.07.

              	
                [Reserved].

              	
                87

              
	
                SECTION
                  4.08.

              	
                Determination
                  of Pass-Through Rates for LIBOR Certificates.

              	
                87

              
	
                SECTION
                  4.09.

              	
                Determination
                  of MTA.

              	
                89

              
	 	 	 
	
                ARTICLE
                  V THE CERTIFICATES

              	
                 90

              
	 	 
	
                SECTION
                  5.01.

              	
                The
                  Certificates.

              	
                90

              
	
                SECTION
                  5.02.

              	
                Certificate
                  Register; Registration of Transfer and Exchange of
                  Certificates.

              	
                90

              
	
                SECTION
                  5.03.

              	
                Mutilated,
                  Destroyed, Lost or Stolen Certificates.

              	
                95

              
	
                SECTION
                  5.04.

              	
                Persons
                  Deemed Owners.

              	
                95

              
	
                SECTION
                  5.05.

              	
                Access
                  to List of Certificateholders’ Names and Addresses.

              	
                95

              
	
                SECTION
                  5.06.

              	
                Maintenance
                  of Office or Agency.

              	
                96

              
	 	 	 
	
                ARTICLE
                  VI THE DEPOSITOR AND THE MASTER SERVICER 

              	
                  97

              
	 	 
	
                SECTION
                  6.01.

              	
                Respective
                  Liabilities of the Depositor and the Master Servicer.

              	
                97

              
	
                SECTION
                  6.02.

              	
                Merger
                  or Consolidation of the Depositor or the Master Servicer.

              	
                97

              
	
                SECTION
                  6.03.

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

              	
                97

              
	
                SECTION
                  6.04.

              	
                Limitation
                  on Resignation of Master Servicer.

              	
                98

              
	 	 	 
	
                ARTICLE
                  VII DEFAULT

              	
                 99

              
	 	 
	
                SECTION
                  7.01.

              	
                Events
                  of Default.

              	
                99

              
	
                SECTION
                  7.02.

              	
                Trustee
                  to Act; Appointment of Successor.

              	
                101

              
	
                SECTION
                  7.03.

              	
                Notification
                  to Certificateholders.

              	
                102

              
	 	 	 
	
                ARTICLE
                  VIII CONCERNING THE TRUSTEE

              	
                103

              
	 	 
	
                SECTION
                  8.01.

              	
                Duties
                  of Trustee.

              	
                103

              
	
                SECTION
                  8.02.

              	
                Certain
                  Matters Affecting the Trustee.

              	
                104

              
	
                SECTION
                  8.03.

              	
                Trustee
                  Not Liable for Certificates or Mortgage Loans.

              	
                105

              
	
                SECTION
                  8.04.

              	
                Trustee
                  May Own Certificates.

              	
                105

              
	
                SECTION
                  8.05.

              	
                Trustee’s
                  Fees and Expenses.

              	
                105

              
	
                SECTION
                  8.06.

              	
                Eligibility
                  Requirements for Trustee.

              	
                106

              
	
                SECTION
                  8.07.

              	
                Resignation
                  and Removal of Trustee.

              	
                106

              
	
                SECTION
                  8.08.

              	
                Successor
                  Trustee.

              	
                107

              
	
                SECTION
                  8.09.

              	
                Merger
                  or Consolidation of Trustee.

              	
                108

              
	
                SECTION
                  8.10.

              	
                Appointment
                  of Co-Trustee or Separate Trustee.

              	
                108

              
	
                SECTION
                  8.11.

              	
                Tax
                  Matters.

              	
                110

              
	
                SECTION
                  8.12.

              	
                Monitoring
                  of Significance Percentage.

              	
                112

              
	 	 	 
	
                ARTICLE
                  IX TERMINATION 

              	
                 112

              
	 	 
	
                SECTION
                  9.01.

              	
                Termination
                  upon Liquidation or Purchase of all Mortgage Loans.

              	
                112

              
	
                SECTION
                  9.02.

              	
                Final
                  Distribution on the Certificates.

              	
                112

              
	
                SECTION
                  9.03.

              	
                Additional
                  Termination Requirements.

              	
                114

              
	 	 	 
	
                ARTICLE
                  X MISCELLANEOUS PROVISIONS 

              	
                 114

              
	 	 
	
                SECTION
                  10.01.

              	
                Amendment.

              	
                114

              
	
                SECTION
                  10.02.

              	
                Recordation
                  of Agreement; Counterparts.

              	
                116

              
	
                SECTION
                  10.03.

              	
                Governing
                  Law.

              	
                116

              
	
                SECTION
                  10.04.

              	
                Intention
                  of Parties.

              	
                116

              
	
                SECTION
                  10.05.

              	
                Notices.

              	
                118

              
	
                SECTION
                  10.06.

              	
                Severability
                  of Provisions.

              	
                119

              
	
                SECTION
                  10.07.

              	
                Assignment.

              	
                119

              
	
                SECTION
                  10.08.

              	
                Limitation
                  on Rights of Certificateholders.

              	
                119

              
	
                SECTION
                  10.09.

              	
                Inspection
                  and Audit Rights.

              	
                120

              
	
                SECTION
                  10.10.

              	
                Certificates
                  Nonassessable and Fully Paid.

              	
                120

              
	
                SECTION
                  10.11.

              	
                [Reserved].

              	
                121

              
	
                SECTION
                  10.12.

              	
                Protection
                  of Assets.

              	
                121

              
	 	 	 


      

       

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

      
 

      
        	
                ARTICLE
                  XI EXCHANGE ACT REPORTING 

              	
                 121

              
	 	 
	
                SECTION
                  11.01.

              	
                Filing
                  Obligations.

              	
                121

              
	
                SECTION
                  11.02.

              	
                Form
                  10-D Filings.

              	
                121

              
	
                SECTION
                  11.03.

              	
                Form
                  8-K Filings.

              	
                122

              
	
                SECTION
                  11.04.

              	
                Form
                  10-K Filings.

              	
                123

              
	
                SECTION
                  11.05.

              	
                Sarbanes-Oxley
                  Certification.

              	
                123

              
	
                SECTION
                  11.06.

              	
                Form
                  15 Filing.

              	
                124

              
	
                SECTION
                  11.07.

              	
                Report
                  on Assessment of Compliance and Attestation.

              	
                124

              
	
                SECTION
                  11.08.

              	
                Use
                  of Subservicers and Subcontractors.

              	
                126

              
	
                SECTION
                  11.09.

              	
                Amendments.

              	
                126

              
	
                SECTION
                  11.10.

              	
                Reconciliation
                  of Accounts.

              	
                127

              




    

    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

        
          

        

      

      
        
        

      

    

    
 

    
      	
              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® Version 6.0 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 

            


    

    


    


    



    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    


    THIS
      POOLING AND SERVICING AGREEMENT, dated as of October 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 two real estate mortgage investment conduits
      (each a “REMIC,” or in the alternative, the “Master REMIC” and the “Expanding
      Strip (“ES”) 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 ES REMIC and the Master
      REMIC.  The ES REMIC will hold as assets all the assets of the Trust
      Fund (excluding the Carryover Shortfall Reserve Fund).  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 “latest possible maturity date,” for federal income tax
      purposes, of all REMIC regular interests created hereby will be the Latest
      Possible Maturity Date.

     

    


     


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


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

     

    
      	
              Expanding
                Strip REMIC Interest

            	
              Initial
                Principal Balance

            	
              Interest
                Rate

            	
              Corresponding
                Master REMIC Certificate

            
	
              ES-SR-A-1A

            	
              (1)

            	
              (3)

            	
              Class A-1A

            
	
              ES-SR-A-1B

            	
              (1)

            	
              (3)

            	
              Class A-1B

            
	
              ES-SR-A-2

            	
              (1)

            	
              (3)

            	
              Class A-2

            
	
              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-A-R

            	
              (4)

            	
              (4)

            	
              N/A

            
	
              ES-P

            	
              N/A

            	
              (5)

            	
              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
                interest rate with respect to any Distribution Date (and the related
                Interest Accrual Period) for this ES REMIC Interest is a per annum
                rate
                equal to the related Net Rate Cap.

            


    

     

    
      	
              (4)

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

            


    

     

    
      	
              (5)

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

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    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.

     

    (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.

     


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    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):

     

    
      	
              Class
                Designation

            	
              Initial
                Class

              Certificate

              Balance/Notional
                Amount

            	
              Pass-Through

              Rate

              (per
                annum)

            	
              Minimum

              Denomination

            	
              Integral

              Multiples

              in
                Excess of

              Minimum

            
	
              Class
                A-1A

            	
              $     261,714,000.00

            	
              (1)

            	
              $  25,000

            	
              $1

            
	
              Class
                A-1B

            	
              $     100,000,000.00

            	
              (1)

            	
              $  25,000

            	
              $1

            
	
              Class
                A-2

            	
              $       45,214,000.00

            	
              (1)

            	
              $  25,000

            	
              $1

            
	
              Class
                A-3

            	
              $       45,214,000.00

            	
              (1)

            	
              $  25,000

            	
              $1

            
	
              Class A-R

            	
              $                  100.00

            	
              (2)

            	
              (3)

            	
              (3)

            
	
              Class
                X-P

            	
              $    517,324,744.00
                (4)

            	
              (5)(6)(7)

            	
              $100,000(8)

            	
              $1(8)

            
	
              Class
                M-1

            	
              $       10,088,000.00

            	
              (9)

            	
              $  25,000

            	
              $1

            
	
              Class
                M-2

            	
              $         8,277,000.00

            	
              (9)

            	
              $  25,000

            	
              $1

            
	
              Class
                M-3

            	
              $         5,173,000.00

            	
              (9)

            	
              $  25,000

            	
              $1

            
	
              Class
                M-4

            	
              $         4,656,000.00

            	
              (9)

            	
              $  25,000

            	
              $1

            
	
              Class
                M-5

            	
              $         4,397,000.00

            	
              (9)

            	
              $  25,000

            	
              $1

            
	
              Class
                M-6

            	
              $         4,139,000.00

            	
              (9)

            	
              $  25,000

            	
              $1

            
	
              Class
                M-7

            	
              $         1,552,000.00

            	
              (9)

            	
              $  25,000

            	
              $1

            
	
              Class
                M-8

            	
              $         2,586,000.00

            	
              (9)

            	
              $  25,000

            	
              $1

            
	
              Class
                M-9

            	
              $         2,587,000.00

            	
              (9)

            	
              $  25,000

            	
              $1

            
	
              Class
                B-1

            	
              $         5,173,000.00

            	
              (9)

            	
              $100,000

            	
              $1

            
	
              Class
                B-2

            	
              $         7,243,000.00

            	
              (9)

            	
              $100,000

            	
              $1

            
	
              Class
                B-3

            	
              $         9,311,744.06

            	
              (9)

            	
              $100,000

            	
              $1

            


    

    
      


       
        
          

        

      

    

    
      	
              (1)

            	
              The
                Pass-Through Rate for this Class for the Interest Accrual Period
                related
                to each Distribution Date will be a per annum rate equal to the lesser
                of
                (a) MTA plus the applicable Pass-Through Margin for such Class and
                (b) the
                related Net Rate Cap.  The Pass-Through Rates for the MTA
                Certificates for the Interest Accrual Period related to the first
                Distribution Date, without giving effect to the related Net Rate
                Cap, will
                be as set forth in the following
                table:

            


    

    
    

     

    
      	 	
              
                Class
                  of Certificates

              

            	 	
              
                Initial
                  Pass-Through Rate (%)

              

            	 
	 	
              Class
                A-1A

            	 	
              6.2430%

            	 
	 	
              Class
                A-1B

            	 	
              6.1130%

            	 
	 	
              Class
                A-2

            	 	
              6.4630%

            	 
	 	
              Class
                A-3

            	 	
              7.3630%

            	 


    

     

     

    
      	
              (2)

            	
              The
                Pass-Through Rate for the Class A-R Certificates for the Interest
                Accrual
                Period for any Distribution Date will be the Net Rate Cap for the
                Class A
                Certificates.  The Pass-Through Rate for the Class A-R
                Certificates for the Interest Accrual Period for the
                first 

            


    

    
    

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
       

      
        	
                 

              	
                Distribution
                  Date will be 7.881730% 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 the 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-Accrual Interests equal
                to
                the excess of (a) the Net Rate Cap for the Class A Certificates over
                (b)
                the product of two and the weighted average interest rate of the
                Class
                ES-SR and Class ES-X-1-Accrual Interests with each Interest (other
                than
                the Class ES-X-1-Accrual Interest) subject to a cap equal to the
                Pass-Through Rate of the corresponding Class of Certificates and
                the Class
                ES-X-1-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 Net Rate Cap for the Subordinated Certificates
                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 Class of Certificates 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.

            


    

    


    
      	
              (7)

            	
              The
                Class X-P Certificates will also be entitled to receive on each
                Distribution Date the amounts payable with respect to the Class ES-P
                ES
                REMIC regular interest.

            


    

    


    
      	
              (8)

            	
              Based
                on the Notional Amount.

            


    

     

    
      	
              (9)

            	
              The
                Pass-Through Rate for this Class for the Interest Accrual Period
                related
                to each Distribution Date will be a per annum rate equal to the lesser
                of
                (a) LIBOR plus the applicable Pass-Through Margin for such Class
                and (b)
                the related Net Rate Cap.  The Pass-Through Rates for the LIBOR
                Certificates for the Interest Accrual Period related to the first
                Distribution Date, without giving effect to the related Net Rate
                Cap, will
                be as set forth in the following
                table:

            


    

    
    

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
 

    
      	 	
              
                Class
                  of Certificates

              

            	 	
              
                Initial
                  Pass-Through Rate (%)

              

            	 
	 	
              Class
                M-1

            	 	
              6.2925%

            	 
	 	
              Class
                M-2

            	 	
              6.2925%

            	 
	 	
              Class
                M-3

            	 	
              6.2925%

            	 
	 	
              Class
                M-4

            	 	
              6.2925%

            	 
	 	
              Class
                M-5

            	 	
              6.2925%

            	 
	 	
              Class
                M-6

            	 	
              6.2925%

            	 
	 	
              Class
                M-7

            	 	
              6.2925%

            	 
	 	
              Class
                M-8

            	 	
              6.2925%

            	 
	 	
              Class
                M-9

            	 	
              6.2925%

            	 
	 	
              Class
                B-1

            	 	
              6.2925%

            	 
	 	
              Class
                B-2

            	 	
              6.2925%

            	 
	 	
              Class
                B-3

            	 	
              6.2925%

            	 


    

    


    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 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.

     


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


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

    


    
      	
              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-1A, Class A-1B, Class A-2 and Class A-3 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:


    

     

    
      	 	
              
                Designation

              

            	 	
              
                Initial
                  Component

                Principal
                  Balance

              

            	 	
              
                Closing
                  Date Component

                Notional
                  Amount

              

            	 	
              
                Pass-Through
                  Rate

              

            
	 	 	 	 	 	 	 	 
	 	
              Class
                X-P IO-1

            	 	
              N/A

            	 	
              $452,142,000

            	 	
              (1)

            
	 	
              Class
                X-P IO-2

            	 	
              N/A

            	 	
              $65,182,744

            	 	
              (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 for the Class
                A
                Certificates over (ii) the weighted average of the Pass-Through
                

            


    

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 

              	
                 

              	
                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).

              


      

       

    

    
      	
               

            	
              (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 for the
                Subordinated Certificates (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).

            


    

     

    
      	
              Component

            	
              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
                Certificates (other than the Class A-1A and Class A-1B Certificates)
                and
                any Class A-1A or Class A-1B Certificate that does not have or no
                longer
                has a rating of at least AA- or its equivalent from at least one
                Rating
                Agency.

            
	 	 
	
              Floating
                Rate Certificates

            	
              The
                LIBOR Certificates and the MTA Certificates.

            
	 	 
	
              LIBOR
                Certificates

            	
              Class
                M and Class B Certificates.

            
	 	 
	
              MTA
                Certificates

            	
              Class
                A 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.

            
	 	 
	
              Offered
                Certificates

            	
              All
                Classes of Certificates other than the Private
                Certificates.

            
	 	 
	
              Physical
                Certificates

            	
              The
                Private Certificates and the Residual Certificates.

            
	 	 
	
              Planned
                Principal Classes

            	
              None.

            
	 	 


    

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    
 

    
      	
              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

            	
              Moody’s
                and S&P.

            
	 	 
	
              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.

            


    

     

    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.

     

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

     

    Accretion
      Directed Certificates:  As specified in the Preliminary
      Statement.

     

    Accretion
      Direction Rule:  Not applicable.

     

    Accrual
      Amount:  Not applicable.

     

    Accrual
      Certificates:  As specified in the Preliminary
      Statement.

     

    Accrual
      Components:  As specified in the Preliminary
      Statement.

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    


    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 Class A Certificates for any
      Distribution Date, the excess, if any, of the related Net Rate Cap for such
      Distribution Date, over a fraction expressed as a percentage, the numerator
      of
      which is the product of (i) 12 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 ending during that Due Period).

     

    With
      respect to the Subordinated Certificates for any Distribution Date, the excess,
      if any, of the related Net Rate Cap for such Distribution Date, over a fraction
      expressed as a percentage, the numerator of which is 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 ending during that Due Period).

     

    With
      respect to the Class X-P IO-1 Component for any Distribution Date, the excess,
      if any, of (1) the Adjusted Rate Cap for the Class A Certificates for that
      Distribution Date over (2) the weighted average of the Pass-Through Rates of
      the
      Class A Certificates and the Class X-P PO-1 Component for that Interest Accrual
      Period (weighted on the basis of their respective Class Certificate Balances
      or
      Component Principal Balance, as applicable); provided, however, that the
      Pass-Through Rates of the Class A Certificates are computed by substituting
      “Adjusted Rate Cap” for “Net Rate Cap” in the calculation thereof.

     

    With
      respect to the Class X-P IO-2 Component for any Distribution Date, the excess,
      if any, of (1) the Adjusted Rate Cap for the Subordinated Certificates for
      that
      Distribution Date (adjusted to a rate calculated on the basis of a 360-day
      year
      comprised of twelve 30-day months) over (2) the weighted average of the
      Pass-Through Rates of the Subordinated Certificates and the Class X-P PO-2
      Component for that Interest Accrual Period (weighted on the basis of their
      respective Class Certificate Balances or Component Principal Balance, as
      applicable, and adjusted to a rate calculated on the basis of a 360-day year
      comprised of twelve 30-day months); provided, however, that the Pass-Through
      Rates of the Subordinated Certificates are computed 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.

     

    


    
      
        
          
          

        

        
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    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).

     

    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-

     

    


    
      
        
          
          

        

        
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    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
      Advance:  With respect to any Mortgage Loan, the amount of any
      Advance or Servicing Advance that was made after the Closing Date and added
      to
      the unpaid principal balance of that Mortgage Loan in connection with a
      modification of the related Mortgage Note.

     

    Capitalized
      Interest Account: Not Applicable.

     

    Capitalized
      Interest Requirement: Not applicable.

     

    Carryover
      Shortfall Amount: For any Class of Floating Rate 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

     

    


    
      
        
          
          

        

        
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    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 related
      Net Rate Cap, 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) except for 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 related Net Rate Cap).

     

    Carryover
      Shortfall Reserve Fund: The separate fund created and initially maintained
      by the Trustee pursuant to Section 3.05(i) in the name of the Trustee for the
      benefit of the Holders of the Floating Rate 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-OA11, Mortgage Pass-Through
      Certificates, Series 2007-OA11.”  Funds in the Carryover Shortfall
      Reserve Fund shall be held in trust for the Holders of the Floating Rate
      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-OA11, Mortgage Pass-Through Certificates
      Series 2007-OA11.”

     

    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 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.

     

    


    
      
        
          
          

        

        
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    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).

     

    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 such Class or
      Component 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 Class Certificate Balance of all Classes of
      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

     

    


    
      
        
          
          

        

        
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    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:  October 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 (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 ending during that Due Period) 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.

     

    


    
      
        
          
          

        

        
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    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-OA11, 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.

     

    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.

     

    


    
      
        
          
          

        

        
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    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 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.

     

    


    
      
        
          
          

        

        
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    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-OA11 Mortgage Pass-Through
      Certificates, Series 2007-OA11.”  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 November
      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.

     

    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 does not have the requisite ratings and is
      the
      principal subsidiary of a holding company, the debt obligations of such holding
      company) have (a) the highest short-term ratings of Moody’s or Fitch and (b) (1)
      if such Eligible Account is not the Pre-Funding Account or the Capitalized
      Interest Account, one of the two highest short-term ratings of S&P (or, if
      such entity does not have a short-term rating from S&P, the long-term
      unsecured and unsubordinated debt obligations of such entity have a rating
      from
      S&P of at least “BBB+”) and (2) if such Eligible Account is the Pre-Funding
      Account or the Capitalized Interest Account, the highest short-term ratings
      of
      S&P (or, if such entity does not have a short-term rating from S&P, the
      long-term unsecured and unsubordinated debt obligations of such entity have
      a
      rating from S&P of at least “A+”) (ii) a segregated trust account or
      accounts maintained with the corporate trust department of a federal or state
      chartered depository institution subject to regulations regarding fiduciary
      funds on deposit similar to Title 12 of the

     

    


    
      
        
          
          

        

        
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    Code
      of
      Federal Regulations, Chapter I, Part 9, Section 9.10(b), which has corporate
      trust powers, acting in its fiduciary capacity or (iii) any other account
      acceptable to each Rating Agency.  Eligible Accounts may bear
      interest, and may include, if otherwise qualified under this definition,
      accounts maintained with the Trustee.  In the event that the federal
      or state chartered depository institution or trust company maintaining an
      Eligible Account described in clause (i) above no longer satisfies the credit
      rating of S&P set forth in clause (i)(b)(1) above then the Person
      responsible for establishing such Eligible Account shall cause any amounts
      on
      deposit therein to be moved to another federal or state chartered depository
      institution or trust company satisfying such credit rating of S&P within 30
      calendar days.  In the event that the federal or state chartered
      depository institution or trust company maintaining an Eligible Account
      described in clause (i) above no longer satisfies the credit rating of S&P
      set forth in clause (i)(b)(2) above then the Person responsible for establishing
      such Eligible Account shall cause any amounts on deposit therein to be moved
      to
      another federal or state chartered depository institution or trust company
      satisfying such credit rating of S&P within 60 calendar days.

     

    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 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.

     

    


    
      
        
          
          

        

        
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    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 related 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.

     

    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

     

    


    
      
        
          
          

        

        
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    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) October
      1,
      2007.

     

    Initial
      Cut-off Date Pool Principal
      Balance:  $517,324,844.06.

     

    Initial
      LIBOR Rate:  4.7925%.

     

    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.

     

    Interest
      Determination Date:  With respect to the LIBOR Certificates, the
      second LIBOR Business Day preceding the commencement of each Interest Accrual
      Period and with respect to the MTA Certificates, fifteen days prior to the
      commencement of each Interest Accrual Period.

     

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

     

    


    
      
        
          
          

        

        
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    Last
      Scheduled Distribution Date:  With respect to each Class of
      Certificates, the Distribution Date occurring in November 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:  Any Mortgage Loan 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.

     

    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.

     

    


    
      
        
          
          

        

        
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    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 related Master Servicing Fee
      Rate
      multiplied by the Stated Principal Balance of such Mortgage Loan as of the
      Due
      Date in the month of such Distribution Date (prior to giving effect to any
      Scheduled Payments due on such Mortgage Loan on such Due Date), subject to
      reduction as provided in Section 3.14.

     

    Master
      Servicing Fee Rate:  With respect to each Mortgage Loan, 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.

     

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

     

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

     

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

     

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

     

    


    
      
        
          
          

        

        
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    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.

     

    Modified
      Delinquent Loan:  A Mortgage Loan that is modified after the
      Closing Date due to a delinquency or other default.

     

    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;

     

    (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;

     

    


    
      
        
          
          

        

        
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    (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, (e) a Cooperative Unit
      or (f) a condominium hotel unit;

     

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

     

    (xii)          the
      Master Servicer Fee Rate for the Mortgage Loan;

     

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

     

    (xiv)         the
      purpose for the Mortgage Loan;

     

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

     

    (xvi)         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;

     

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

     

    (xxi)          the
      Prepayment Charge Period.

     

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

     

    


    
      
        
          
          

        

        
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    (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 the rate at which any premium is 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)” as
      described in Section 4.09.

     

    MTA
      Certificates:  As specified in the Preliminary
      Statement.

     

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

     

    Net
      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.

     

    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:  With respect to the Class A Certificates for any
      Distribution Date, the per annum rate 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 at their Adjusted Net Mortgage Rates and (ii) any amounts
      withdrawn from the Capitalized Interest Account for such Distribution Date
      and
      (2) the denominator of which is the aggregate Stated Principal Balance of the
      Mortgage Loans as of the

     

    


    
      
        
          
          

        

        
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    first
      day
      of the related Due Period (after giving effect to Principal Prepayments received
      during the Prepayment Period ending during that Due Period).

     

    With
      respect to the Subordinated Certificates for any Distribution Date, the per
      annum rate equal to a fraction, expressed as a percentage, (1) the numerator
      of
      which is equal to the product of (A) 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 (B) the sum of (i) the amount of interest which
      accrued on the Mortgage Loans in the prior calendar month at their Adjusted
      Net
      Mortgage Rates and (ii) any amounts withdrawn from the Capitalized Interest
      Account for such Distribution Date and (2) 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
      during the Prepayment Period ending during that Due Period).

     

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

     

    Nonrecoverable
      Advance:  Either (i) 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 or (ii)
      a
      Capitalized Advance.

     

    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.

     

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

     

    Opinion
      of Counsel:  A written opinion of counsel, who may be counsel for
      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

     

    


    
      
        
          
          

        

        
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    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 10% of the Cut-off Date Pool Principal
      Balance.

     

    Original
      Applicable Credit Support Percentage:  With respect to each Class
      of Subordinated Certificates, the corresponding percentage described
      below:

     

    
      	 	
              
                Subordinated
                  Certificates

              

            	 
	 	
              Class
                M-1

            	
              12.60%

            	 
	 	
              Class
                M-2

            	
              10.65%

            	 
	 	
              Class
                M-3

            	
              9.05%

            	 
	 	
              Class
                M-4

            	
              8.05%

            	 
	 	
              Class
                M-5

            	
              7.15%

            	 
	 	
              Class
                M-6

            	
              6.30%

            	 
	 	
              Class
                M-7

            	
              5.50%

            	 
	 	
              Class
                M-8

            	
              5.20%

            	 
	 	
              Class
                M-9

            	
              4.70%

            	 
	 	
              Class
                B-1

            	
              4.20%

            	 
	 	
              Class
                B-2

            	
              3.20%

            	 
	 	
              Class
                B-3

            	
              1.80%

            	 


    

     

    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.

    

     

    


    
      
        
          
          

        

        
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    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 Floating Rate Certificates, the per annum
      rate indicated in the following table:

     

    
      	 	
              
                Class

              

            	 	
              
                Pass-Through

                Margin
                  (1)

              

            	 	
              
                Pass-Through

                Margin
                  (2)

              

            	 
	 	
              Class
                A-1A

            	 	
              1.38%

            	 	
              1.38%

            	 
	 	
              Class
                A-1B

            	 	
              1.25%

            	 	
              1.25%

            	 
	 	
              Class
                A-2

            	 	
              1.60%

            	 	
              1.60%

            	 
	 	
              Class
                A-3

            	 	
              2.50%

            	 	
              2.50%

            	 
	 	
              Class
                M-1

            	 	
              1.50%

            	 	
              2.25%

            	 
	 	
              Class
                M-2

            	 	
              1.50%

            	 	
              2.25%

            	 
	 	
              Class
                M-3

            	 	
              1.50%

            	 	
              2.25%

            	 
	 	
              Class
                M-4

            	 	
              1.50%

            	 	
              2.25%

            	 
	 	
              Class
                M-5

            	 	
              1.50%

            	 	
              2.25%

            	 
	 	
              Class
                M-6

            	 	
              1.50%

            	 	
              2.25%

            	 
	 	
              Class
                M-7

            	 	
              1.50%

            	 	
              2.25%

            	 
	 	
              Class
                M-8

            	 	
              1.50%

            	 	
              2.25%

            	 
	 	
              Class
                M-9

            	 	
              1.50%

            	 	
              2.25%

            	 
	 	
              Class
                B-1

            	 	
              1.50%

            	 	
              1.50%

            	 
	 	
              Class
                B-2

            	 	
              1.50%

            	 	
              1.50%

            	 
	 	
              Class
                B-3

            	 	
              1.50%

            	 	
              1.50%

            	 
	 	 	 	 	 	 	 


    

    


    


    
      
        
          
          

        

        
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              (1)

            	
              For
                the Interest Accrual Period related to any Distribution Date occurring
                on
                or prior to the 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 60 days
      after acquisition:

     

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

     

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

     

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

     

    (iv)          certificates
      of deposit, demand or time deposits, or bankers’ acceptances issued by any
      depository institution or trust company incorporated under the laws of the
      United States or of any state thereof and subject to supervision and examination
      by federal and/or state banking authorities, provided that the commercial paper
      and/or long term unsecured debt obligations of such depository institution
      or
      trust company (or in the case of the principal depository institution in a
      holding company system, the commercial paper or long-term unsecured debt
      obligations of such holding company, but only if Moody’s is not a Rating Agency)
      are then rated one of the two highest long-term and the highest short-term
      ratings of each Rating Agency for such securities, or such lower ratings as
      will
      not result in the downgrading or withdrawal of the rating then assigned to
      the
      Certificates by such Rating Agency;

     

    


    
      
        
          
          

        

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

     

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

     

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

     

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

     

    Permitted
      Transferee:  Any person other than (i) the United States, any
      State or political subdivision thereof, or any agency or instrumentality of
      any
      of the foregoing, (ii) a foreign government, International Organization or
      any
      agency or instrumentality of either of the foregoing, (iii) an organization
      (except certain farmers’ cooperatives described in section 521 of the Code)
      which is exempt from tax imposed by Chapter 1 of the Code (including the tax
      imposed by section 511 of the Code on unrelated business taxable income) on
      any
      excess inclusions (as defined in section 860E(c)(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.

     

    


    
      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

    

    


    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.

     

    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
      October 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,

     

    


    
      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

    

    


    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.

     

    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.

     

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

     

    


    
      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

    

    


    Prospectus
      Supplement:  The prospectus supplement dated October 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 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:  For each applicable Mortgage Loan, the following amount,
      calculated without duplication, (w) 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, (x) 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

     

    


    
      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      

    

    


    immediately
      prior to such Deficient Valuation and the principal balance of the Mortgage
      Loan
      as reduced by the Deficient Valuation, (y) with respect to each Mortgage Loan
      that has been the subject of a Debt Service Reduction, the amount, if any,
      by
      which the principal portion of the related scheduled payment has been reduced
      and (z) with respect to each Mortgage Loan that has been the subject of a
      modification that resulted in a permanent reduction in its principal balance
      or
      forgiveness of any accrued and unpaid interest, the amount of that reduction
      and/or forgiveness.

     

    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 Delay Certificates, the last Business Day of the calendar month immediately
      prior to the month in which that Distribution Date occurs, (ii) in the case
      of
      the Non-Delay Certificates represented by Book-Entry Certificates, the Business
      Day immediately preceding such Distribution Date and (iii) in the case of
      Non-Delay Certificates represented by Definitive 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.

     

    Regular
      Certificates:  As specified in the Preliminary
      Statement.

     

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

     

    Relief
      Act:  The Servicemembers’ Civil Relief Act.

     

    Relief
      Act Reductions:  With respect to any Distribution Date and any
      Mortgage Loan as to which there has been a reduction in the amount of interest
      collectible thereon for the most recently ended calendar month as a result
      of
      the application of the Relief Act or any similar 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.

     

    


    
      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

    

    


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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

    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.

     

    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

     

    


    
      
        
          
          

        

        
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    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, (x) no decrease in the Senior Prepayment Percentage will occur unless
      both of the Senior Step Down Conditions are satisfied and (y) if the Two Times
      Test is satisfied on a Distribution Date, the Senior Prepayment Percentage
      will
      equal (x) if such Distribution Date is prior to the Distribution Date in August
      2010, the Senior Percentage plus 50% of the Subordinated Percentage for the
      Distribution Date and (y) if such Distribution Date is on or after the
      Distribution Date in August 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 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 that,
      without duplication, are either (x) delinquent 60 days or more according to
      the
      MBA Method (including Mortgage Loans in foreclosure, REO Property and Mortgage
      Loans the Mortgagors of which are in bankruptcy) (averaged over the preceding
      six month period) or (y) have had their related Mortgage Note modified during
      the immediately preceding twelve calendar months other than Mortgage Loans
      that
      were purchased from the Trust Fund by a Seller or the Master Servicer or
      Mortgage Loans that were modified prior to the Closing Date, 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,

     

    


    
      
        
          
          

        

        
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    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
      rental 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 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

     

    


    
      
        
          
          

        

        
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    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.

     

    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;

     

    


    
      
        
          
          

        

        
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    (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:  Not applicable.

     

    Supplemental
      Mortgage Loan:  Not applicable.

     

    Supplemental
      Transfer Agreement:  Not applicable.

     

    Supplemental
      Transfer Date:  Not applicable.

     

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

     

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

     

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

     

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

     

    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%.

     

    


    
      
        
          
          

        

        
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    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, (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 prior to November 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 on or after November 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.

     

    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 that ends during that Due Period).

     

    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

     

    


    
      
        
          
          

        

        
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    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.

     

    


    
      
        
          
          

        

        
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    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.

     

    (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 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 ____________

     

    


    
      
        
          
          

        

        
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    without
      recourse,” with all intervening endorsements showing a complete chain of
      endorsement from the originator to the Person endorsing the Mortgage Note (each
      such endorsement being sufficient to transfer all right, title and interest
      of
      the party so endorsing, as noteholder or assignee thereof, in and to that
      Mortgage Note); or

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    


    
      
        
          
          

        

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

     

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

     

    


    
      
        
          
          

        

        
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    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-OA11, The Bank of New York, as trustee”,
      (B) cause such assignment to be in proper form for recording in the appropriate
      public office for real property records and (C) cause to be delivered for
      recording in the appropriate public office for real property records the
      assignments of the Mortgages to the Trustee, except that (i) with respect to
      any
      assignments of Mortgage as to which the Trustee has not received the information
      required to prepare such assignment in recordable form, the Trustee’s obligation
      to do so and to deliver the same for such recording shall be as soon as
      practicable after receipt of such information and in any event within thirty
      (30) days after receipt thereof and (ii) the Trustee need not cause to be
      recorded any assignment which relates to a Mortgage Loan the Mortgaged Property
      and Mortgage File relating to which are located in any jurisdiction (including
      Puerto Rico) under the laws of which the recordation of such assignment is
      not
      necessary to protect the Trustee’s and the Certificateholders’ interest in the
      related Mortgage Loan as evidenced by an opinion of counsel delivered by
      Countrywide to the Trustee within 90 days of the Closing Date (which opinion
      may
      be in the form of a “survey” opinion and is not required to be delivered by
      counsel admitted to practice law in the jurisdiction as to which such legal
      opinion applies).

     

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

     

    Notwithstanding
      anything to the contrary in this Agreement, within thirty (30) days after the
      Closing Date with respect to the Initial Mortgage Loans, Countrywide (on its
      own
      behalf and on behalf of Park Granada, Park Monaco and Park Sienna) shall either
      (i) deliver to the 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

     

    


    
      
        
          
          

        

        
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    accomplished
      in the manner and subject to the conditions set forth in Section 2.03 (treating
      each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of
      such Section 2.03); provided, however, that if Countrywide fails to deliver
      a
      Mortgage File for any Delay Delivery Mortgage Loan within the thirty (30) day
      period provided in the prior sentence, Countrywide (on its own behalf and on
      behalf of Park Granada, Park Monaco and Park Sienna) shall use its best
      reasonable efforts to effect a substitution, rather than a repurchase of, such
      Deleted Mortgage Loan and provided further that the cure period provided for
      in
      Section 2.02 or in Section 2.03 shall not apply to the initial delivery of
      the
      Mortgage File for such Delay Delivery Mortgage Loan, but rather Countrywide
      (on
      its own behalf and on behalf of Park Granada, Park Monaco and Park Sienna)
      shall
      have five (5) Business Days to cure such failure to deliver.  At the
      end of such thirty (30) day period the Trustee shall send a Delay Delivery
      Certification for the Delay Delivery Mortgage Loans delivered during such thirty
      (30) day period in accordance with the provisions of Section 2.02.

     

    Notwithstanding
      anything to the contrary in this Agreement, within twenty (20) days after a
      Supplemental Transfer Date with respect to all of the Supplemental Mortgage
      Loans sold to the Depositor on such Supplemental Transfer Date, Countrywide
      (on
      its own behalf and on behalf of Park Granada, Park Monaco and Park Sienna)
      shall
      either (i) deliver to the Depositor, or at the Depositor’s direction, to the
      Trustee or other designee of the Depositor the Mortgage File as required
      pursuant to this Section 2.01 for each Delay Delivery Mortgage Loan or (ii)
      (A)
      substitute a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan
      or
      (B) repurchase the Delay Delivery Mortgage Loan, which substitution or
      repurchase shall be accomplished in the manner and subject to the conditions
      set
      forth in Section 2.03 (treating each Delay Delivery Mortgage Loan as a Deleted
      Mortgage Loan for purposes of such Section 2.03); provided, however, that
      if Countrywide fails to deliver a Mortgage File for any Delay Delivery Mortgage
      Loan within the twenty (20) day period provided in the prior sentence,
      Countrywide (on its own behalf and on behalf of Park Granada, Park Monaco and
      Park Sienna) shall use its best reasonable efforts to effect a substitution,
      rather than a repurchase of, such Deleted Mortgage Loan and provided further
      that the cure period provided for in Section 2.02 or in Section 2.03 shall
      not
      apply to the initial delivery of the Mortgage File for such Delay Delivery
      Mortgage Loan, but rather Countrywide (on its own behalf and on behalf of Park
      Granada, Park Monaco and Park Sienna) shall have five (5) Business Days to
      cure
      such failure to deliver.  At the end of such twenty (20) day period
      the Trustee shall send a Delay Delivery Certification for the Delay Delivery
      Mortgage Loans delivered during such twenty (20) day period in accordance with
      the provisions of Section 2.02.

     

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

     

    


    
      
        
          
          

        

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    


    
      
        
          
          

        

        
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    (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, 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).

     

    


    
      
        
          
          

        

        
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    (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 clause (46) 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.

     

    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

     

    


    
      
        
          
          

        

        
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    for
      the
      related Mortgage Loan a Substitute Mortgage Loan, which substitution shall
      be
      accomplished in the manner and subject to the conditions set forth in Section
      2.03, or (b) purchase such Mortgage Loan from the Trustee within 90 days from
      the date Countrywide (on its own behalf and on behalf of Park Granada, Park
      Monaco and Park Sienna) was notified of such defect in writing at the Purchase
      Price of such Mortgage Loan; provided, however, that in no event shall such
      substitution or purchase occur more than 540 days from the Closing Date, except
      that if the substitution or purchase of a Mortgage Loan pursuant to this
      provision is required by reason of a delay in delivery of any documents by
      the
      appropriate recording office, and there is a dispute between either the Master
      Servicer or Countrywide (on its own behalf and on behalf of Park Granada, Park
      Monaco and Park Sienna) and the Trustee over the location or status of the
      recorded document, then such substitution or purchase shall occur within 720
      days from the Closing Date.  The Trustee shall deliver written notice
      to each Rating Agency within 270 days from the Closing Date indicating each
      Mortgage Loan (a) that has not been returned by the appropriate recording office
      or (b) as to which there is a dispute as to location or status of such Mortgage
      Loan.  Such notice shall be delivered every 90 days thereafter until
      the related Mortgage Loan is returned to the Trustee.  Any such
      substitution pursuant to (a) above or purchase pursuant to (b) above shall
      not
      be effected prior to the delivery to the Trustee of the Opinion of Counsel
      required by Section 2.05, if any, and any substitution pursuant to (a) above
      shall not be effected prior to the additional delivery to the Trustee of a
      Request for Release substantially in the form of Exhibit N.  No
      substitution is permitted to be made in any calendar month after the
      Determination Date for such month.  The Purchase Price for any such
      Mortgage Loan shall be deposited by Countrywide (on its own behalf and on behalf
      of Park Granada, Park Monaco and Park Sienna) in the Certificate Account on
      or
      prior to the Distribution Account Deposit Date for the Distribution Date in
      the
      month following the month of repurchase and, upon receipt of such deposit and
      certification with respect thereto in the form of Exhibit N hereto, the Trustee
      shall release the related Mortgage File to Countrywide (on its own behalf and
      on
      behalf of Park Granada, Park Monaco and Park Sienna) and shall execute and
      deliver at Countrywide’s (on its own behalf and on behalf of Park Granada, Park
      Monaco and Park Sienna) request such instruments of transfer or assignment
      prepared by Countrywide, in each case without recourse, as shall be necessary
      to
      vest in Countrywide (on its own behalf and on behalf of Park Granada, Park
      Monaco and Park Sienna), or its designee, the Trustee’s interest in any Mortgage
      Loan released pursuant hereto. If pursuant to the foregoing provisions
      Countrywide (on its own behalf and on behalf of Park Granada, Park Monaco and
      Park Sienna) repurchases a Mortgage Loan that is a MERS Mortgage Loan, the
      Master Servicer shall either (i) cause MERS to execute and deliver an assignment
      of the Mortgage in recordable form to transfer the Mortgage from MERS to
      Countrywide (on its own behalf and on behalf of Park Granada, Park Monaco and
      Park Sienna) or its designee and shall cause such Mortgage to be removed from
      registration on the MERS® System in accordance with MERS’ rules and regulations
      or (ii) cause MERS to designate on the MERS® System Countrywide (on its own
      behalf and on behalf of Park Granada, Park Monaco and Park Sienna) or its
      designee as the beneficial holder of such Mortgage Loan.

     

    (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

     

    


    
      
        
          
          

        

        
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    maintain
      possession of the Mortgage Notes in the State of California, unless otherwise
      permitted by the Rating Agencies.

     

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

     

    On
      or
      about the twentieth (20th) day after the Supplemental Transfer Date, the Trustee
      shall deliver to the Depositor, the Master Servicer and Countrywide (on its
      own
      behalf and on behalf of Park Granada, Park Monaco and Park Sienna) a Delay
      Delivery Certification with respect to the Supplemental Mortgage Loans in the
      form annexed hereto as Exhibit G-2, with any applicable exceptions noted
      thereon.

     

    Not
      later
      than 90 days after the final Supplemental Transfer Date, the Trustee shall
      deliver to the Depositor, the Master Servicer and Countrywide (on its own behalf
      and on behalf of Park Granada, Park Monaco and Park Sienna) a Final
      Certification with respect to the Supplemental Mortgage Loans in the form
      annexed hereto as Exhibit H-2, with any applicable exceptions noted
      thereon.

     

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

     

    


    
      
        
          
          

        

        
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    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® System in accordance with MERS’ rules and regulations or (ii) cause
      MERS to designate on the MERS® System Countrywide (on its own behalf and on
      behalf of Park Granada, Park Monaco and Park Sienna) or its designee as the
      beneficial holder of such Mortgage Loan.

     

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

     

    (e)  It
      is understood and agreed that the respective obligations of each Seller to
      substitute for or to purchase any Mortgage Loan sold to the Depositor by it
      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

     

    


    
      
        
          
          

        

        
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    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 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

     

    


    
      
        
          
          

        

        
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    its
      place
      a Substitute Mortgage Loan, in the manner and subject to the conditions set
      forth in this Section; or (ii) repurchase the affected Mortgage Loan or Mortgage
      Loans from the Trustee at the Purchase Price in the manner set forth below;
      provided, however, that any such substitution pursuant to (i) above shall not
      be
      effected prior to the delivery to the Trustee of the Opinion of Counsel required
      by Section 2.05 hereof, if any, and any such substitution pursuant to (i) above
      shall not be effected prior to the additional delivery to the Trustee of a
      Request for Release substantially in the form of Exhibit N and the Mortgage
      File
      for any such Substitute Mortgage Loan.  The Seller repurchasing a
      Mortgage Loan pursuant  to this Section 2.03(c) shall promptly
      reimburse the Master Servicer and the Trustee for any expenses reasonably
      incurred by the Master Servicer or the Trustee in respect of enforcing the
      remedies for such breach.  With respect to the representations and
      warranties described in this Section which are made to the best of a Seller’s
      knowledge, if it is discovered by either the Depositor, a Seller or the Trustee
      that the substance of such representation and warranty is inaccurate and such
      inaccuracy materially and adversely affects the value of the related Mortgage
      Loan or the interests of the Certificateholders therein, notwithstanding that
      Seller’s lack of knowledge with respect to the substance of such representation
      or warranty, such inaccuracy shall be deemed a breach of the applicable
      representation or warranty.

     

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

     

    


    
      
        
          
          

        

        
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    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.

     

    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

     

    


    
      
        
          
          

        

        
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    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.

     

    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.

     

    


    
      
        
          
          

        

        
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    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® System, or cause the
      removal from the registration of any Mortgage Loan on the MERS® System, to
      execute and deliver, on behalf of the Trustee and the Certificateholders or
      any
      of them, any and all instruments of assignment and other comparable instruments
      with respect to such assignment or re-recording of a Mortgage in the name of
      MERS, solely as nominee for the Trustee and its successors and
      assigns.

     

    


    
      
        
          
          

        

        
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    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
      and
      insurance premiums on the related 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.  Except for Modified Delinquent Loans that include Capitalized
      Advances, 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

     

    


    
      
        
          
          

        

        
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    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.

     

    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 more than 180 days 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; provided, however, that, with respect to Modified Delinquent
      Loans, the Master Servicer shall make Advances in accordance with the provisions
      of Section 4.01 and in accordance with the amortization schedule as so
      modified.  The

     

    


    
      
        
          
          

        

        
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    Master
      Servicer shall not be required to institute or join in litigation with respect
      to collection of any payment (whether under a Mortgage, Mortgage Note or
      otherwise or against any public or governmental authority with respect to a
      taking or condemnation) if it reasonably believes that enforcing the provision
      of the Mortgage or other instrument pursuant to which such payment is required
      is prohibited by applicable law.

     

    (b)  The
      Master Servicer shall establish and maintain a Certificate Account into which
      the Master Servicer shall deposit or cause to be deposited no later than two
      Business Days after receipt (or, if (i) the current short-term credit rating
      of
      Countrywide from S&P is below “A-2” or, if Countrywide does not have a
      short-term credit rating from S&P, the current long-term credit rating of
      Countrywide from S&P is below “BBB+”, (ii) the current long-term credit
      rating of Countrywide from Moody’s is below “A3” or (iii) the current short-term
      credit rating of Countrywide from Fitch is below “F2”, the Master Servicer shall
      deposit or cause to be deposited on a daily basis within one Business Day of
      receipt), except as otherwise specifically provided in this Agreement, the
      following payments and collections remitted by Subservicers or received by
      it in
      respect of Mortgage Loans subsequent to the Cut-off Date (other than in respect
      of principal and interest due on the Mortgage Loans on or before the Cut off
      Date) and the following amounts required to be deposited hereunder:

     

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

     

    (ii)           all
      payments on account of interest on the Mortgage Loans, net of the related Master
      Servicing Fee 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

     

    


    
      
        
          
          

        

        
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    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
      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

     

    


    
      
        
          
          

        

        
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    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 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.

     

    


    
      
        
          
          

        

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

     

    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.

     

    (i)  On
      the Closing Date, the Trustee shall establish and maintain in its name, in
      trust
      for the benefit of the Holders of the Floating Rate Certificates, the Carryover
      Shortfall Reserve Fund and the Depositor shall deposit, or cause to be
      deposited, therein an amount equal to the sum of $1,000.  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.  All funds on deposit
      in the Carryover Shortfall Reserve Fund shall (x) be held separate and apart
      from, and shall not be commingled with, any other moneys, including without
      limitation, other moneys held by the Trustee pursuant to this Agreement and
      (y)
      remain uninvested.

     

    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.

     

    


    
      
        
          
          

        

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

     

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

     

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

     

    Upon
      reasonable advance notice in writing, the Master Servicer will provide to each
      Certificateholder and/or Certificate Owner 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;

     

    


    
      
        
          
          

        

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

     

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

     

    (vii)    to
      reimburse
      the Sellers, the Master Servicer 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 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

     

    


    
      
        
          
          

        

        
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    subclause
      (iv) being limited to (x) amounts received on the related Mortgage Loan(s)
      in
      respect of which any such Advance was made and (y) amounts not otherwise
      reimbursed to the Trustee pursuant to Section 3.08(a)(ii) hereof;

     

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

     

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

     

    (c)  The
      Trustee shall withdraw funds from the Carryover Shortfall Reserve Fund for
      distribution to the Floating Rate Certificates and the Class X-P Certificates
      in
      the manner specified in Section 4.02(a)(3) (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 earlier of
      (i)
      the date on which the aggregate Class Certificate Balance of the Floating Rate
      Certificates has been reduced to zero and (ii) the termination of the Trust
      Fund
      in accordance with Section 9.01.

     

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

     

    (a)  The
      Master Servicer shall cause to be maintained, for each Mortgage Loan, hazard
      insurance with extended coverage in an amount that is at least equal to the
      lesser of (i) the maximum insurable value of the improvements securing such
      Mortgage Loan or (ii) the greater of (y) the outstanding principal balance
      of
      the Mortgage Loan, 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 unless such costs are part of a Capitalized
      Advance.  Such costs shall be recoverable by the Master Servicer out
      of late payments by the related Mortgagor or out of the proceeds of liquidation
      of the Mortgage Loan or Subsequent Recoveries to the extent permitted by Section
      3.08.  It is understood and agreed that no earthquake or other
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    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 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

     

    


    
      
        
          
          

        

        
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    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® 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.             [Reserved]

     

    


    
      
        
          
          

        

        
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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, in each case,
      to
      the extent of such funds remaining:

     

    (i)           [Reserved];

     

    (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)(3);

     

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

     

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

     

    (2)           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

     

    


    
      
        
          
          

        

        
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    Certificates
      and the Class A-R Certificates in the following order, 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;

     

    (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;

     

    


    
      
        
          
          

        

        
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    (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;

     

    (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;

     

    


    
      
        
          
          

        

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

     

    (3)           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 each Class of Class A 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 each Class of Class A 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;

     

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

     

    (A)           concurrently,
      to each Class 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 each Class 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.

     

    (4)           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.

     

    


    
      
        
          
          

        

        
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    (b)  [Reserved]

     

    (c)  [Reserved]

     

    (d)  On
      each Distribution Date, the amount referred to in clause (i) of the definition
      of Class Optimal Interest Distribution Amount for each Class of Certificates
      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)(2), 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)(2).  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.

     

    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

     

    


    
      
        
          
          

        

        
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    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, sequentially,
      to
      the Class B-3, Class B-2, Class B-1, Class M-9, Class M-8, Class M-7, Class
      M-6,
      Class M-5, Class M-4, Class M-3, Class M-2 and Class M-1 Certificates, in that
      order, until the respective Class Certificate Balance of each such Class is
      reduced to zero, second, to the Classes of Senior 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 within the Class A Certificates, any Realized Losses shall be allocated
      sequentially, first, sequentially, to the Class A-3 and Class A-2 Certificates,
      in that order, until their respective Class Certificate Balances are reduced
      to
      zero, and, second, concurrently, to the Class A-1A and Class A-1B Certificates,
      pro rata, until their respective Class Certificate Balances are reduced to
      zero.

     

    (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

     

    


    
      
        
          
          

        

        
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    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.

     

    Concurrently
      with each distribution on a Distribution Date, the Trustee will make available
      to each Rating Agency on the Trustee's website, loan-level data containing
      substantially the same fields of information as the loan-level data that is
      being provided as of the Cut-off Date in respect of Alternative Loan Trust
      2007-OA9, Mortgage Pass-Through Certificates, Series 2007-OA9.

     

    (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.

     

    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

     

    


    
      
        
          
          

        

        
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    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 preceding applicable Interest Determination Date or, in the
      case of the first Interest Determination Date, the Initial LIBOR
      Rate.

     

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

     

    


    
      
        
          
          

        

        
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    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.        Determination of
      MTA.

     

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

     

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

     

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

     

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

     

    


    
      
        
          
          

        

        
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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.

     

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

     

    


    
      
        
          
          

        

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

     

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

     

    


    
      
        
          
          

        

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

     

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

     

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

     

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

     

    If
      (x) (i) the Depository or the Depositor advises the Trustee in writing
      that the Depository is no longer willing or able to properly discharge its
      responsibilities as Depository, and (ii) the Trustee or the Depositor is
      unable to locate a qualified successor or (y) after the occurrence of an
      Event of Default, Certificate Owners representing at least 51% of the
      Certificate Balance of the Book-Entry Certificates together advise the Trustee
      and the Depository 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

     

    


    
      
        
          
          

        

        
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    Certificate
      Owners requesting the same.  Upon surrender to the Trustee of the
      related Class of Certificates by the Depository, accompanied by the instructions
      from the Depository for registration, the Trustee shall issue the Definitive
      Certificates.  Neither the Master Servicer, the Depositor nor the
      Trustee shall be liable for any delay in delivery of such instruction and each
      may conclusively rely on, and shall be protected in relying on, such
      instructions.  The Master Servicer shall provide the Trustee with an
      adequate inventory of certificates to facilitate the issuance and transfer
      of
      Definitive Certificates.  Upon the issuance of Definitive Certificates
      all references in this Agreement to obligations imposed upon or to be performed
      by the Depository shall be deemed to be imposed upon and performed by the
      Trustee, to the extent applicable with respect to such Definitive Certificates
      and the Trustee shall recognize the Holders of the Definitive Certificates
      as
      Certificateholders hereunder; provided that the Trustee shall not by virtue
      of
      its assumption of such obligations become liable to any party for any act or
      failure to act of the Depository.

     

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

     

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

     

    SECTION
      5.04.         Persons Deemed
      Owners.

     

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

     

    SECTION
      5.05.         Access to List of
      Certificateholders’ Names and Addresses.

     

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

     

    SECTION
      5.06.         Maintenance of
      Office or Agency.

     

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

     

    


    
      
        
          
          

        

        
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    ARTICLE
      VI

    THE
      DEPOSITOR AND THE MASTER SERVICER

     

    SECTION
      6.01.               Respective
      Liabilities of the Depositor and the Master Servicer.

     

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

     

    SECTION
      6.02.              Merger
      or Consolidation of the Depositor or the Master Servicer.

     

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

     

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

     

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

     

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

     

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

     

    


    
      
        
          
          

        

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

     

    SECTION
      6.04.              Limitation
      on Resignation of Master Servicer.

     

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

     

    


    
      
        
          
          

        

        
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    ARTICLE
      VII

    DEFAULT

     

    SECTION
      7.01.              Events
      of Default.

     

        “Event
      of
      Default,” wherever used in this Agreement, means any one of the
      following events:

     

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

     

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

     

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

     

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

     

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

     

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

     

    


    
      
        
          
          

        

        
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    If
      (a) an
      Event of Default described in clauses (i) to (vi) of this Section shall
      occur, then, and in each and every such case, so long as such Event of Default
      shall not have been remedied, the Trustee may, or (b) an Event of Default
      described in clauses (i) to (v) of this Section shall occur, then, and in
      each and every such case, so long as such Event of Default shall not have been
      remedied, at the direction of 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® System to the successor Master Servicer or (y) in
      causing MERS to designate on the MERS® System the successor Master Servicer as
      the servicer of such Mortgage Loan.  The predecessor Master Servicer
      shall file or cause to be filed any such assignment in the appropriate recording
      office.  The successor Master Servicer shall cause such assignment to
      be delivered to the Trustee promptly upon receipt of the original with evidence
      of recording thereon or a copy certified by the public recording office in
      which
      such assignment was recorded.

     

    SECTION
      7.03.              Notification
      to Certificateholders.

     

    (a)           Upon
      any termination of or appointment of a successor to the Master Servicer, the
      Trustee shall give prompt written notice thereof to 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 not less than 25% of the Voting Rights evidenced by the Certificates
      relating to the time, method and place of conducting any proceeding for any
      remedy available to the Trustee, or exercising any trust or power conferred
      upon
      the Trustee under this Agreement; and

     

    (iv)          without
      in any way limiting the provisions of this Section 8.01 or Section 8.02, the
      Trustee shall be entitled to rely conclusively on the information delivered
      to
      it by the Master Servicer in a Trustee Advance Notice in determining whether
      it
      is required

     

    


    
      
        
          
          

        

        
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    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 not less than 25% of the
      Voting Rights evidenced by the Certificates;

     

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

     

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

     

    


    
      
        
          
          

        

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

     

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

     

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

     

    SECTION
      8.03.              Trustee
      Not Liable for Certificates or Mortgage Loans.

     

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

     

    SECTION
      8.04.              Trustee
      May Own Certificates.

     

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

     

    SECTION
      8.05.              Trustee’s
      Fees and Expenses.

     

    The
      Trustee, as compensation for its activities hereunder, shall be entitled to
      withdraw from the Distribution Account on each Distribution Date an amount
      equal
      to the Trustee Fee for such Distribution Date. The Trustee and any director,
      officer, employee or agent of the Trustee shall be indemnified by the Master
      Servicer and held harmless against any loss, liability or expense (including
      reasonable attorney’s fees 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

     

    


    
      
        
          
          

        

        
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    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.

     

    SECTION
      8.07.              Resignation
      and Removal of Trustee.

     

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

     

    As
      a
      condition to the effectiveness of any such resignation, at least 15 calendar
      days prior to the effective date of such resignation, the Trustee shall provide
      (x) written notice to the Depositor of any successor pursuant to this Section
      and (y) in writing and in form and substance reasonably satisfactory to the
      Depositor, all information reasonably requested by the Depositor in

     

    


    
      
        
          
          

        

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

     

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

     

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

     

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

     

    SECTION
      8.08.              Successor
      Trustee.

     

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

     

    


    
      
        
          
          

        

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

     

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

     

    SECTION
      8.09.              Merger
      or Consolidation of Trustee.

     

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

     

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

     

    SECTION
      8.10.              Appointment
      of Co-Trustee or Separate Trustee.

     

    Notwithstanding
      any other provisions of this Agreement, at any time, for the purpose of meeting
      any legal requirements of any jurisdiction in which any part of the Trust Fund
      or property securing any Mortgage Note may at the time be located, the Master
      Servicer and the Trustee acting jointly shall have the power and shall execute
      and deliver all instruments to appoint one or more Persons approved by the
      Trustee to act as co-trustee or co-trustees jointly with the Trustee, or
      separate trustee or separate trustees, of all or any part of the Trust Fund,
      and
      to vest in such Person or Persons, in such capacity and for the benefit of
      the
      Certificateholders, such title to the Trust Fund or any part thereof, whichever
      is applicable, and, subject to the other provisions of this Section 8.10,
      such powers, duties, obligations, rights and trusts as the Master Servicer
      and
      the Trustee may consider necessary or desirable.  If the Master
      Servicer shall not have joined in such appointment within 15 days after the
      receipt by it of a request to do so, or in the case an Event of Default shall
      have occurred and be continuing, the Trustee alone shall have the power to
      make
      such appointment.  No co-trustee or separate trustee hereunder shall
      be required to meet the terms of eligibility as a successor trustee under
      Section 8.06 and no notice to

     

    


    
      
        
          
          

        

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    


    
      
        
          
          

        

        
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    SECTION
      8.11.              Tax
      Matters.

     

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

     

    


    
      
        
          
          

        

        
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    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 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 the Carryover Shortfall Reserve
      Fund as an outside reserve fund within the meaning of Treasury Regulation
      1.860G-2(h), which is not an asset of any REMIC created
      hereunder.  The Carryover Shortfall Reserve Fund 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 Floating Rate
      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)(3) herein.  Thus, the Floating Rate Certificates and the
      Component Certificates shall be treated as representing ownership of Master
      REMIC regular interests coupled with contractual rights and
      obligations

     

    


    
      
        
          
          

        

        
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    within
      the meaning of Treasury Regulation 1.860G-2(i).  For purposes of
      determining the issue price of the Floating Rate Certificates, the Trustee
      shall
      assume that the position of the Component Certificates in such notional
      principal contract has a value of $1,000.

     

    SECTION
      8.12.              Monitoring
      of Significance Percentage.

     

    [Reserved].

     

    


     

    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 (46) 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.

     

    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.

     

    


    
      
        
          
          

        

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

     

    


    
      
        
          
          

        

        
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    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 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

     

    


    
      
        
          
          

        

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

     

    This
      Agreement may also be amended from time to time by the Depositor, each Seller,
      the Master Servicer and the Trustee with the consent of the Holders of a
      Majority in Interest of each Class of Certificates affected thereby for the
      purpose of adding any provisions to or changing in any manner or eliminating
      any
      of the provisions of this Agreement or of modifying 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, the Trustee shall not consent to
      any
      amendment to this Agreement unless it shall have first received an Opinion
      of
      Counsel, which opinion shall not be an expense of the Trustee or the Trust
      Fund,
      to the effect that such amendment will not cause the imposition of any tax
      on
      any REMIC or the Certificateholders or cause any REMIC to fail to qualify as
      a
      REMIC at any time that any Certificates are outstanding.

     

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

     

    


    
      
        
          
          

        

        
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    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 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

     

    


    
      
        
          
          

        

        
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    respect
      to all such assets and security interests and (ii)  the conveyances
      provided for in this Agreement or any Supplemental Transfer Agreement shall
      be
      deemed to be an assignment and a grant pursuant to the terms of this Agreement
      (a) by each Seller to the Depositor or (b) by the Depositor to the
      Trustee, for the benefit of the Certificateholders, of a security interest
      in
      all of the assets that constitute the Trust Fund, whether now owned or hereafter
      acquired.

     

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

     

    (b)  The
      Depositor hereby represents that:

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    


    
      
        
          
          

        

        
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    (c)  The
      Master Servicer shall take such action as is reasonably necessary to maintain
      the perfection and priority of the security interest of the Trustee in the
      Mortgage Loans; provided, however, that the obligation to deliver the Mortgage
      File to the Trustee pursuant to Section 2.01 shall be solely the Depositor’s
      obligation and the Master Servicer shall not be responsible for the safekeeping
      of the Mortgage Files by the Trustee.

     

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

     

    SECTION
      10.05.            Notices.

     

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

     

    1.           Any
      material change or amendment to this Agreement;

     

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

     

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

     

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

     

    5.           The
      final payment to Certificateholders; and

     

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

     

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

     

    1.  Each
      report to Certificateholders described in Section 4.06;

     

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

     

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

     

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

     

    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

     

    


    
      
        
          
          

        

        
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    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-OA11,
      or
      such other address as the Trustee may hereafter furnish to the Depositor or
      Master Servicer, and (8) in the case of the Rating Agencies, the address
      specified therefor in the definition corresponding to the name of such Rating
      Agency.  Notices to Certificateholders shall be deemed given when
      mailed, first class postage prepaid, to their respective addresses appearing
      in
      the Certificate Register.

     

    SECTION
      10.06.            Severability
      of Provisions.

     

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

     

    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

     

    


    
      
        
          
          

        

        
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    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 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

     

    


    
      
        
          
          

        

        
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    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.

     

    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

     

    


    
      
        
          
          

        

        
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    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.

     

    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

     

    


    
      
        
          
          

        

        
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    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.

     

    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

     

    


    
      
        
          
          

        

        
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    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 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

     

    


    
      
        
          
          

        

        
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    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.

     

    (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

     

    


    
      
        
          
          

        

        
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    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 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

     

    


    
      
        
          
          

        

        
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    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/ Darren
              Bigby	 
	 	Name:  Darren
              Bigby	 
	 	Title:  Executive
              Vice
              President	 
	 	 	 	 


    

     

    
      
        	 	THE
                BANK OF NEW YORK,	 
	 	  as
                Trustee	 
	 	 	 	 
	
                 

              	
                By:
                  

              	/s/ Michael
                Cerchio	 
	 	Name:
                Michael Cerchio	 
	 	Title:  Assistant
                Treasurer	 
	 	 	 	 


      

    

     

    
      
        	 	COUNTRYWIDE
                HOME LOANS, INC.,	 
	 	  as
                a Seller	 
	 	 	 	 
	
                 

              	
                By:
                  

              	/s/ Darren
                Bigby	 
	 	Name:  Darren
                Bigby	 
	 	Title:  Executive
                Vice
                President	 
	 	 	 	 


      

    

     

    
      
        	 	 PARK
                GRANADA LLC,	 
	 	  as
                a Seller	 
	 	 	 	 
	
                 

              	
                By:
                  

              	/s/ Darren
                Bigby	 
	 	Name:  Darren
                Bigby	 
	 	Title:  Executive
                Vice
                President	 
	 	 	 	 


      

    

     

    
      
        	 	PARK
                SIENNA LLC,	 
	 	  as
                a Seller	 
	 	 	 	 
	
                 

              	
                By:
                  

              	/s/ Darren
                Bigby	 
	 	Name:  Darren
                Bigby	 
	 	Title:  Executive
                Vice
                President	 
	 	 	 	 


      

       

    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

     

    
      
        	 	PARK
                MONACO INC.,	 
	 	  as
                a Seller	 
	 	 	 	 
	
                 

              	
                By:
                  

              	/s/ Darren
                Bigby	 
	 	Name:  Darren
                Bigby	 
	 	Title:  Executive
                Vice
                President	 
	 	 	 	 


      

    

     

    
      
        	 	COUNTRYWIDE
                HOME LOANS SERVICING LP,	 
	 	  as
                Master
                Servicer	 
	 	 	 
	 	By:  COUNTRYWIDE
                GP, INC.	 
	 	 	 	 
	
                 

              	
                By:
                  

              	/s/ Darren
                Bigby	 
	 	Name:  Darren
                Bigby	 
	 	Title:  Executive
                Vice
                President	 
	 	 	 	 


      



    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


     

    
      
        	 	
                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	 
	 	 	 	 


      

    

     

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULE
      I

    Mortgage
      Loan Schedule

    [Delivered
      at Closing to Trustee]

    


    
      
        
          
          

        

        
          S-I-1

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULE
      II-A

    CWALT,
      Inc.

    Mortgage
      Pass-Through Certificates

    Series
      2007-OA11

    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

          
            

          

        

        
          
          

        

      

    

    


    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

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULE
      II-B

     

    CWALT,
      Inc.

     

    Mortgage
      Pass-Through Certificates

     

    Series
      2007-OA11

     

    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

          
            

          

        

        
          
          

        

      

    

    


    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

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULE
      II-C


     

    CWALT,
      Inc.

     

    Mortgage
      Pass-Through Certificates

     

    Series
      2007-OA11

     

    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

          
            

          

        

        
          
          

        

      

    

    


    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

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULE
      II-D


     

    CWALT,
      Inc.

     

    Mortgage
      Pass-Through Certificates

     

    Series
      2007-OA11

     

    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

          
            

          

        

        
          
          

        

      

    

    


    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

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULE
      III-A

     

    CWALT,
      Inc.

     

    Mortgage
      Pass-Through Certificates

     

    Series
      2007-OA11

     

    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

          
            

          

        

        
          
          

        

      

    

    


    (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.  As of the
      Closing Date, each Mortgaged Property located in Los Angeles, San Bernardino,
      San Diego and Ventura counties in California is free of material damage that
      occurred during the time period beginning on October 19, 2007 and ending on
      the
      day prior to the Closing Date resulting from wildfires.

     

    (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

     

    


    
      
        
          
          

        

        
          S-III-A-2

          
            

          

        

        
          
          

        

      

    

    


    claims
      have been made under such mortgage title insurance policy and no prior holder
      of
      the related Mortgage, including Countrywide, has done, by act or omission,
      anything which would impair the coverage of such mortgage title insurance
      policy.

     

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

     

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

     

    (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

     

    


    
      
        
          
          

        

        
          S-III-A-3

          
            

          

        

        
          
          

        

      

    

    


    the
      Certificateholders to the trustee under the deed of trust, except in connection
      with a trustee’s sale after default by the Mortgagor.

     

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

     

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

     

    (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, approximately 92.27% 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.

     

    


    
      
        
          
          

        

        
          S-III-A-4

          
            

          

        

        
          
          

        

      

    

    


    (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 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)           [Reserved].

     

    (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

          
            

          

        

        
          
          

        

      

    

    


    (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 approximately 0.08% 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 November 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

          
            

          

        

        
          
          

        

      

    

    


    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
      governedby 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. §§ 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® Version 6.0 Glossary
      Revised, Appendix E which is attached hereto as Exhibit Q (the “Glossary”) where
      (x) a “High Cost Loan” is each loan identified in the column “Category under
      applicable anti-predatory lending law” of the table entitled “Standard &
Poor’s High Cost Loan Categorization” in the Glossary as each such loan is
      defined in the applicable anti-predatory lending law of the State or
      jurisdiction specified in such table and (y) a “Covered Loan” is each loan
      identified in the column “Category under applicable anti-predatory lending law”
of the table entitled “Standard & Poor’s Covered Loan Categorization” in the
      Glossary as each such loan is defined in the applicable anti-predatory lending
      law of the State or jurisdiction specified in such table.

     

    


    
      
        
          
          

        

        
          S-III-A-7

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULE
      III-B

     

    CWALT,
      Inc.

     

    Mortgage
      Pass-Through Certificates

     

    Series
      2007-OA11

     

    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

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULE
      III-C

     

    CWALT,
      Inc.

     

    Mortgage
      Pass-Through Certificates

     

    Series
      2007-OA11

     

    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

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULE
      III-D

     

    CWALT,
      Inc.

     

    Mortgage
      Pass-Through Certificates

     

    Series
      2007-OA11

     

    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

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULE
      III-E

     

    CWALT,
      Inc.

     

    Mortgage
      Pass-Through Certificates

     

    Series
      2007-OA11

     

    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

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULE
      IV

     

    CWALT,
      Inc.

     

    Mortgage
      Pass-Through Certificates

     

    Series
      2007-OA11

     

    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

          
            

          

        

        
          
          

        

      

    

    


    (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

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULE
      V

     

    Principal
      Balance Schedules

     

    


    *[Attached
      to Prospectus Supplement, if applicable.]

    


    
      
        
          
          

        

        
          S-V-1

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULE
      VI

    Form
      of
      Monthly Master Servicer Report

    
      	
              LOAN
                LEVEL REPORTING SYSTEM

            
	
              DATABASE
                STRUCTURE

            
	
              [MONTH,
                YEAR]

            
	
              Field
                Number

            	
              Field
                Name

            	
              Field
                Type

            	
              Field
                Width

            	
              Dec

            
	
              1

            	
              INVNUM

            	
              Numeric

            	
              4

            	 
	
              2

            	
              INVBLK

            	
              Numeric

            	
              4

            	 
	
              3

            	
              INACNU

            	
              Character

            	
              8

            	 
	
              4

            	
              BEGSCH

            	
              Numeric

            	
              15

            	
              2

            
	
              5

            	
              SCHPRN

            	
              Numeric

            	
              13

            	
              2

            
	
              6

            	
              TADPRN

            	
              Numeric

            	
              11

            	
              2

            
	
              7

            	
              LIQEPB

            	
              Numeric

            	
              11

            	
              2

            
	
              8

            	
              ACTCOD

            	
              Numeric

            	
              11

            	 
	
              9

            	
              ACTDAT

            	
              Numeric

            	
              4

            	 
	
              10

            	
              INTPMT

            	
              Numeric

            	
              8

            	 
	
              11

            	
              PRNPMT

            	
              Numeric

            	
              13

            	
              2

            
	
              12

            	
              ENDSCH

            	
              Numeric

            	
              13

            	
              2

            
	
              13

            	
              SCHNOT

            	
              Numeric

            	
              13

            	
              2

            
	
              14

            	
              SCHPAS

            	
              Numeric

            	
              7

            	
              3

            
	
              15

            	
              PRINPT

            	
              Numeric

            	
              7

            	
              3

            
	
              16

            	
              PRIBAL

            	
              Numeric

            	
              11

            	
              2

            
	
              17

            	
              LPIDTE

            	
              Numeric

            	
              13

            	
              2

            
	
              18

            	
              DELPRN

            	
              Numeric

            	
              7

            	 
	
              19

            	
              PPDPRN

            	
              Numeric

            	
              11

            	
              2

            
	
              20

            	
              DELPRN

            	
              Numeric

            	
              11

            	
              2

            
	
              21

            	
              NXTCHG

            	
              Numeric

            	
              8

            	 
	
              22

            	
              ARMNOT

            	
              Numeric

            	
              7

            	
              3

            
	
              23

            	
              ARMPAS

            	
              Numeric

            	
              7

            	
              3

            
	
              24

            	
              ARMPMT

            	
              Numeric

            	
              11

            	
              2

            
	
              25

            	
              ZZTYPE

            	
              Character

            	
              2

            	 
	
              26

            	
              ISSUID

            	
              Character

            	
              1

            	 
	
              27

            	
              KEYNAME

            	
              Character

            	
              8

            	 
	
              TOTAL

            	 	 	
              240   
                

            	 
	
              Suggested
                Format:

               

            	
              DBASE
                file

              Modem
                transmission

            	 	 	 


    

    


     

    
 

    
      
        
        

      

      
        S-VI-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    [FORM
      OF
      SENIOR CERTIFICATE]

     

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

     

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

     

    [UNTIL
      THIS CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING,
      NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS
      THE
      TRANSFEREE DELIVERS TO THE TRUSTEE EITHER (A) A REPRESENTATION LETTER TO THE
      EFFECT THAT SUCH TRANSFEREE IS NOT, AND IS NOT INVESTING ASSETS OF, AN EMPLOYEE
      BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED (“ERISA”), OR A PLAN OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE CODE,
      OR (B) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT
      REFERRED TO HEREIN.  SUCH REPRESENTATION SHALL BE DEEMED TO HAVE BEEN
      MADE TO THE TRUSTEE BY THE TRANSFEREE’S ACCEPTANCE OF A CERTIFICATE OF THIS
      CLASS AND BY A BENEFICIAL OWNER’S ACCEPTANCE OF ITS INTEREST IN A CERTIFICATE OF
      THIS CLASS. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, UNTIL THIS
      CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, ANY
      PURPORTED TRANSFER OF THIS CERTIFICATE TO, OR TO A PERSON INVESTING ASSETS
      OF,
      AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR A PLAN OR ARRANGEMENT SUBJECT
      TO
      SECTION 4975 OF THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE
      TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.]

     


    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    


    Certificate
      No.                                                       
:

     

    Cut-off
      Date                                                          
:

     

    First
      Distribution
      Date                                         :

     

    Initial
      Certificate Balance

    of
      this
      Certificate

    (“Denomination”)                                                 :           $

     

    Initial
      Certificate Balance

    of
      all
      Certificates of

    this
      Class                                                              
:           $

     

    CUSIP                                                                    :

     

    Interest
      Rate                                                         :

     

    Maturity
      Date                                                       :

     

    CWALT,
      INC.

    Mortgage
      Pass-Through Certificates, Series 200____-____

    Class
      [   ]

     

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

     

    CWALT,
      Inc., as Depositor

     

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

     

    This
      certifies that ____________ is the registered owner of the Percentage Interest
      evidenced by this Certificate (obtained by dividing the denomination of this
      Certificate by the aggregate Initial Certificate Balance of all Certificates
      of
      the Class to which this Certificate belongs) in certain monthly distributions
      with respect to a Trust Fund consisting primarily of the Mortgage Loans
      deposited by CWALT, Inc. (the “Depositor”).  The Trust Fund was
      created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off
      Date specified above (the “Agreement”) among the Depositor, Countrywide Home
      Loans, Inc., as a seller (“CHL”), Park Granada LLC, as a seller (“Park
      Granada”), Park Monaco, Inc., as a seller (“Park Monaco”), and Park Sienna LLC,
      as a seller (“Park Sienna” and, together with CHL, Park Granada and Park Monaco,
      the “Sellers”), Countrywide Home Loans Servicing LP, as master servicer (the
“Master 

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

    Servicer”),
      and The Bank of New York, as trustee (the
“Trustee”).  To the extent not defined herein, the capitalized terms
      used herein have the meanings assigned in the Agreement.  This
      Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

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

     

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

     

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

     

    *               *              *

     


    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

     

    Dated:  ____________,
      20__

     

    THE
      BANK
      OF NEW YORK,

    as
      Trustee

    


    


    By_____________________                                           

    


    Countersigned:

     

    By______________________________

    Authorized
      Signatory of

    THE
      BANK OF NEW YORK,

    as
      Trustee


    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    [FORM
      OF
      SUBORDINATED CERTIFICATE]

     

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

     

    AGREEMENT REFERRED TO HEREIN.  NOTWITHSTANDING
      ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE
      TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR A PLAN OR
      ARRANGEMENT SUBJECT TO SECTION 4975 OF THE CODE WITHOUT THE OPINION OF COUNSEL
      SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO
      EFFECT.]

    
 

     

    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    

     

    Certificate
      No.                                                    
:

     

    Cut-off
      Date                                                       
:

     

    First
      Distribution
      Date                                      :

     

    Initial
      Certificate Balance

    of
      this
      Certificate

    (“Denomination”)                                              :           $

     

    Initial
      Certificate Balance

    of
      all
      Certificates of

    this
      Class                                                          
:           $

     

    CUSIP                                                                :

     

    Interest
      Rate                                                     :

     

    Maturity
      Date                                                   :

     

    CWALT,
      INC.

    Mortgage
      Pass-Through Certificates, Series 200____-____

    Class
      [   ]

     

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

     

    CWALT,
      Inc., as Depositor

     

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

     

    This
      certifies that ___________________ is the registered owner of the Percentage
      Interest evidenced by this Certificate (obtained by dividing the denomination
      of
      this Certificate by the aggregate Initial Certificate Balance of all
      Certificates of the Class to which this Certificate belongs) in certain monthly
      distributions with respect to a Trust Fund consisting primarily of the Mortgage
      Loans deposited by CWALT, Inc. (the “Depositor”).  The Trust Fund was
      created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off
      Date specified above (the “Agreement”) among the Depositor, Countrywide Home
      Loans, Inc., as a seller (“CHL”), Park Granada LLC, as a seller (“Park
      Granada”), Park Monaco, Inc., as a seller (“Park Monaco”), and Park Sienna LLC,
      as a seller (“Park Sienna” and, together with CHL, Park Granada and Park Monaco,
      the “Sellers”), Countrywide Home Loans Servicing LP, as master 

     

    
      
        
        

      

      
        B-3

        
          

        

      

      
        
        

      

    

     

     

    servicer
      (the “Master Servicer”), and The Bank of New
      York, as trustee (the “Trustee”).  To the extent not defined herein,
      the capitalized terms used herein have the meanings assigned in the
      Agreement.  This Certificate is issued under and is subject to the
      terms, provisions and conditions of the Agreement, to which Agreement the Holder
      of this Certificate by virtue of the acceptance hereof assents and by which
      such
      Holder is bound.

     

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

     

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

     

     

    
      
        
        

      

      
        B-4

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    *           *          *

     


    
      
        
        

      

      
        B-5

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

     

    Dated:  ____________,
      20__

     

        THE
      BANK OF
      NEW YORK,

        as
      Trustee

    


    


        By                                           

    


    Countersigned:

     

    By                                                                

    Authorized
      Signatory of

    THE
      BANK OF NEW YORK,

    as
      Trustee


    
      
        
        

      

      
        B-6

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C-1

     

    [FORM
      OF
      RESIDUAL CERTIFICATE]

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
        C-1-1

        
          

        

      

      
        
        

      

    


    Certificate
      No.                                                      :

     

    Cut-off
      Date                                                         :

     

    First
      Distribution
      Date                                        :

     

    Initial
      Certificate Balance

     

    of
      this
      Certificate

     

    (“Denomination”)                                                :           $

     

    Initial
      Certificate Balance

    of
      all
      Certificates of

    this
      Class                                                             
:           $

     

    CUSIP                                                                   
      :

     

    Interest
      Rate                                                         :

     

    Maturity
      Date                                                       :

     

    CWALT,
      INC.

    Mortgage
      Pass-Through Certificates, Series 200____-____

    Class
      A-R

     

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

     

    CWALT,
      Inc., as Depositor

     

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

     

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

     

     

    
      
        
        

      

      
        C-1-2

        
          

        

      

      
        
        

      

    

     

    terms
      used herein have the meanings assigned in the
      Agreement.  This Certificate is issued under and is subject to the
      terms, provisions and conditions of the Agreement, to which Agreement the Holder
      of this Certificate by virtue of the acceptance hereof assents and by which
      such
      Holder is bound.

     

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

     

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

     

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

     

    
      
        
        

      

      
        C-1-3

        
          

        

      

      
        
        

      

    

     

    this
      Class A-R Certificate in violation of such
      restrictions will be absolutely null and void and will vest no rights in the
      purported transferee.

     

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

     

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

     

    *         *        *

     


    
      
        
        

      

      
        C-1-4

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

     

    Dated:  ____________,
      20__

     

                THE
      BANK OF NEW
      YORK,

                as
      Trustee

    


    


                By _______________________

    
 

    Countersigned:

     

    By                                                                

    Authorized
      Signatory of

    THE
      BANK OF NEW YORK,

    as
      Trustee


    
      
        
        

      

      
        C-1-5

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C-2

     

    [FORM
      OF
      CLASS C-P CERTIFICATE]

     

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

     

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

     

    THIS
      CLASS C-P CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES
      ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY
      STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
      WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
      THAT DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE
      WITH
      THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
      TO HEREIN.

     

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

     


    
      
        
        

      

      
        C-2-1

        
          

        

      

      
        
        

      

    


    Certificate
      No.                                              
:

     

    Cut-off
      Date                                                 
:

     

    First
      Distribution
      Date                                :

     

    Initial
      Notional Amount

    of
      this
      Certificate                                          :           $

     

    Initial
      Notional Amount

    of
      all
      Certificates of

    this
      Class                                                      
:           $

     

    Initial
      Certificate Balance

    of
      this
      Certificate

    (“Denomination”)                                        : 
                $

     

    Initial
      Certificate Balance

    of
      all
      Certificates of

    this
      Class                                                      
:           $

     

    CUSIP                                                            :

     

    ISIN                                                                :

     

    Interest
      Rate                                                  :

     

    Maturity
      Date                                                :

     

    CWALT,
      INC.

    Alternative
      Loan Trust 200____-___

    Mortgage
      Pass-Through Certificates, Series 200____-____

    Class
      C-P

     

    evidencing
      a percentage interest in the distributions allocable to the Class C-P
      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

     

    This
      Certificate does not evidence an obligation of, or an interest in, and is not
      guaranteed by the Depositor, the Master Servicer or the Trustee referred to
      below or any of their respective affiliates.  Neither this Certificate
      nor the Mortgage Loans are guaranteed or insured by any governmental agency
      or
      instrumentality.

     

    This
      certifies that __________________ is the registered owner of the Percentage
      Interest evidenced by this Certificate (obtained by dividing the Initial
      Notional Amount of this 

     

    
      
        
        

      

      
        C-2-2

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

     

     

    
      
        
        

      

      
        C-2-3

        
          

        

      

      
        
        

      

    

     

    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 C-P Certificate to or on behalf of an employee
      benefit plan subject to ERISA or a plan or arrangement subject to Section 4975
      of the Code without the opinion of counsel satisfactory to the Trustee as
      described above shall be void and of no effect.

     

    This
      Class C-P Certificate may not be pledged or used as collateral for any other
      obligation if it would cause any portion of the Trust Fund to be treated as
      a
      taxable mortgage pool under Section 7701(i) of the Code.

     

    Each
      Holder of this Class C-P Certificate will be deemed to have agreed to be bound
      by the transfer restrictions set forth in the Agreement and all other terms
      and
      provisions of the Agreement.

     

    This
      Certificate shall not be entitled to any benefit under the Agreement or be
      valid
      for any purpose unless the certificate of authentication hereon has been
      manually executed by an authorized officer of the Trustee.

     

    *            *           *

     


    
      
        
        

      

      
        C-2-4

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

     

    Dated:  ____________,
      20__

     

                    THE
      BANK OF NEW
      YORK,

                    as
      Trustee

    


    


                    By______________________

    
 

    Countersigned:

     

    By                                                                

    Authorized
      Signatory of

    THE
      BANK OF NEW YORK,

    as
      Trustee


    
      
        
        

      

      
        C-2-5

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

     

    [FORM
      OF
      NOTIONAL AMOUNT CERTIFICATE]

     

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

     

    THIS
      CERTIFICATE HAS NO PRINCIPAL BALANCE AND IS NOT ENTITLED TO ANY DISTRIBUTION
      IN
      RESPECT OF PRINCIPAL.

     

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

     

    [UNTIL
      THIS CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING,
      NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS
      THE
      TRANSFEREE DELIVERS TO THE TRUSTEE EITHER (A) A REPRESENTATION LETTER TO THE
      EFFECT THAT SUCH TRANSFEREE IS NOT, AND IS NOT INVESTING ASSETS OF, AN EMPLOYEE
      BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED (“ERISA”), OR A PLAN OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE CODE,
      OR (B) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT
      REFERRED TO HEREIN.  SUCH REPRESENTATION SHALL BE DEEMED TO HAVE BEEN
      MADE TO THE TRUSTEE BY THE TRANSFEREE’S ACCEPTANCE OF A CERTIFICATE OF THIS
      CLASS AND BY A BENEFICIAL OWNER’S ACCEPTANCE OF ITS INTEREST IN A CERTIFICATE OF
      THIS CLASS. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, UNTIL THIS
      CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, ANY
      PURPORTED TRANSFER OF THIS CERTIFICATE TO, OR A PERSON INVESTING ASSETS OF,
      AN
      EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR A PLAN OR ARRANGEMENT SUBJECT TO
      SECTION 4975 OF THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE
      TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.]

     


    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    


    Certificate
      No.                                            
:

     

    Cut-off
      Date                                                
:

     

    First
      Distribution
      Date                               :

     

    Initial
      Certificate Balance

    of
      this
      Certificate

    (“Denomination”)                                       :           $

     

    Initial
      Notional Amount

    of
      all
      Certificates of

    this
      Class                                                      :           $

     

    CUSIP                                                           :

     

    Interest
      Rate                                                :           Interest
      Only

     

    Maturity
      Date                                              :

     

    CWALT,
      INC.

    Mortgage
      Pass-Through Certificates, Series 200____-____

    Class
      [  ]

     

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

     

    CWALT,
      Inc., as Depositor

     

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

     

    This
      certifies that ___________ is the registered owner of the Percentage Interest
      evidenced by this Certificate (obtained by dividing the denomination of this
      Certificate by the aggregate Initial Notional Amount of all Certificates of
      the
      Class to which this Certificate belongs) in certain monthly distributions with
      respect to a Trust Fund consisting primarily of the Mortgage Loans deposited
      by
      CWALT, Inc. (the “Depositor”).  The Trust Fund was created pursuant to
      a Pooling and Servicing Agreement dated as of the Cut-off Date specified above
      (the “Agreement”) among the Depositor, Countrywide Home Loans, Inc., as a seller
      (“CHL”), Park Granada LLC, as a seller (“Park Granada”), Park Monaco, Inc., as a
      seller (“Park Monaco”), and Park Sienna LLC, as a seller (“Park Sienna” and,
      together with CHL, Park Granada and Park Monaco, the “Sellers”), Countrywide
      Home Loans Servicing LP, as master servicer (the “Master Servicer”), and The
      Bank of New York, as trustee (the “Trustee”).  To the extent not
      defined 

     

     

    
      
        
        

      

      
        D-2

        
          

        

      

      
        
        

      

    

     

    herein,
      the capitalized terms used herein have the
      meanings assigned in the Agreement.  This Certificate is issued under
      and is subject to the terms, provisions and conditions of the Agreement, to
      which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

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

     

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

     

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

     

    *       *       *

     


    
      
        
        

      

      
        D-3

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

     

    Dated:  ____________,
      20__

     

                        THE
      BANK OF NEW
      YORK,

                        as
      Trustee

    


    


                        By                                                
      

    


    Countersigned:

     

    By                                                                

    Authorized
      Signatory of

    THE
      BANK OF NEW YORK,

    as
      Trustee


    
      
        
        

      

      
        D-4

        
          

        

      

      
        
        

      

    


    EXHIBIT
      E

     

    [FORM
      OF]
      REVERSE OF CERTIFICATES

     

    CWALT,
      INC.

    Mortgage
      Pass-Through Certificates

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

    

     

    this
      Certificate and of any Certificate issued upon
      the transfer hereof or in exchange therefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate.  The Agreement
      also permits the amendment thereof, in certain limited circumstances, without
      the consent of the Holders of any of the Certificates.

     

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

     

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

     

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

     

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

     

    On
      any
      Distribution Date on which the Pool Stated Principal Balance is less than or
      equal to 10% of the Cut-off Date Pool Principal Balance, the Master Servicer
      will have the option, subject to the limitations set forth in the Agreement,
      to
      repurchase, in whole, from the Trust Fund all remaining Mortgage Loans and
      all
      property acquired in respect of the Mortgage Loans at a purchase price
      determined as provided in the Agreement.  In the event that no such
      optional termination occurs, the obligations and responsibilities created by
      the
      Agreement will terminate upon the later of the maturity or other liquidation
      (or
      any advance with respect thereto) of the last Mortgage Loan remaining in the
      Trust Fund or the disposition of all property in respect thereof and the
      distribution to Certificateholders of all amounts required to be distributed
      pursuant to the Agreement.  In no event, however, will the trust
      created by the Agreement continue beyond the expiration of 21 years from the
      death of the last survivor of the descendants living at the date of the
      Agreement of a certain person named in the Agreement.

     

    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-2

        
          

        

      

      
        
        

      

    

     

     

    
      
        


        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-3

        
          

        

      

      
        
        

      

    


     

    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-4

        
          

        

      

      
        
        

      

    


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

     

     

    
      
        
        

      

      
        F-1-1

        
          

        

      

      
        
        

      

    

     

    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-1-2

        
          

        

      

      
        
        

      

    


    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).

     

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

     

     

    
      
        
        

      

      
        F-2-1

        
          

        

      

      
        
        

      

    

     

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

        
          

        

      

      
        
        

      

    


    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

        
          

        

      

      
        
        

      

    


    EXHIBIT
      G-1

     

    [FORM
      OF]
      DELAY DELIVERY CERTIFICATION

    (INITIAL
      MORTGAGE LOANS)

     

    [date]

     

    [Depositor]

     

    [Master
      Servicer]

     

    [Countrywide]

     

    _____________________

     

    _____________________

     

     

    
      	
               

            	
              Re:

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

            


    

    
      


    

    Gentlemen:

     

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

     

    
      	
               

            	
              (i)

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

            


    

     

    
      	
               

            	
              (ii)

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

            


    

     

     

    
      
        
        

      

      
        G-1-1

        
          

        

      

      
        
        

      

    

     

    
       

      
        	
                 

              	
                 

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

              


      

       

    

    
      	
               

            	
              (iii)

            	
              in
                the case of each Initial Mortgage Loan that is not a MERS Mortgage
                Loan, a
                duly executed assignment of the Mortgage to “The Bank of New York, as
                trustee under the Pooling and Servicing Agreement dated as of [month]
                1,
                2004, without recourse”, or, in the case of each Initial Mortgage Loan
                with respect to property located in the State of California that
                is not a
                MERS Mortgage Loan, a duly executed assignment of the Mortgage in
                blank
                (each such assignment, when duly and validly completed, to be in
                recordable form and sufficient to effect the assignment of and transfer
                to
                the assignee thereof, under the Mortgage to which such assignment
                relates);

            


    

     

    
      	
               

            	
              (iv)

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

            


    

     

    
      	
               

            	
              (v)

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

            


    

     

    
      	
               

            	
              (vi)

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

            


    

     

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

     

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

     

    The
      Trustee has made no independent examination of any documents contained in each
      Mortgage File beyond the review specifically required in the above-referenced
      Pooling and 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 


    
      
        
        

      

      
        G-1-2

        
          

        

      

      
        
        

      

    

     

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


     

    
      
        
        

      

      
        G-1-3

        
          

        

      

      
        
        

      

    

     

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

     

     

     

    
      	
               

            	
              THE
                BANK OF NEW YORK,

                as Trustee

               

               

              By:_____________________________

              Name:

              Title:

            


    

     


    
      
        
        

      

      
        G-1-4

        
          

        

      

      
        
        

      

    


    EXHIBIT
      G-2

     

    [FORM
      OF]
      DELAY DELIVERY CERTIFICATION

    (SUPPLEMENTAL
      MORTGAGE LOANS)

     

    [date]

     

    [Depositor]

     

    [Master
      Servicer]

     

    [Countrywide]

     

    
      	
               

            	
              Re:

            	
              Pooling
                and Servicing Agreement among CWALT, Inc., as Depositor, Countrywide
                Home
                Loans, Inc., as a Seller, Park Granada LLC, as a Seller, Park Monaco,
                Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide Home
                Loans
                Servicing LP, as Master Servicer, and The Bank of New York, as Trustee,
                Mortgage Pass-Through Certificates, Series 20__-__ and the Supplemental
                Transfer Agreement dated as of [month] ____, 200_ among CWALT, Inc.,
                as
                Depositor, Countrywide Home Loans, Inc., as a Seller, Park Granada
                LLC, as
                a Seller, Park Monaco, Inc., as a Seller, Park Sienna LLC, as a Seller,
                and The Bank of New York, as
                Trustee

            


    

     

     

    Gentlemen:

     

    Reference
      is made to the Initial Certification of Trustee relating to the above-referenced
      series, with the schedule of exceptions attached thereto (the “Schedule A”),
      delivered by the undersigned, as Trustee, on [month] __, 200_ (such date being
      the related “Supplemental Transfer Date” in accordance with Section 2.02 of the
      above-captioned Pooling and Servicing Agreement (the “Pooling and Servicing
      Agreement”).  The undersigned hereby certifies that, as to each Delay
      Delivery Supplemental Mortgage Loan listed on Schedule A attached hereto (other
      than any Supplemental Mortgage Loan paid in full or listed on Schedule B
      attached hereto) it has received:

     

    
      	
               

            	
              (i)

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

            


    

     

    
      	
               

            	
              (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 

            


    

     

     

     

    
      
        
        

      

      
        G-2-1

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
               

            	
              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
      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 


    
      
        
        

      

      
        G-2-2

        
          

        

      

      
        
        

      

    

     

    Servicing Agreement.  The Trustee makes no
      representations as to:  (i) the validity, legality, sufficiency,
      enforceability or genuineness of any of the documents contained in each Mortgage
      File of any of the 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

        
          

        

      

      
        
        

      

    

     

    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

        
          

        

      

      
        
        

      

    


    EXHIBIT
      H-1

     

    [FORM
      OF]
      FINAL CERTIFICATION OF TRUSTEE

    (INITIAL
      MORTGAGE LOANS)

     

    [date]

     

    [Depositor]

     

    [Master
      Servicer]

     

    [Countrywide]

     

    ______________________

     

    ______________________

     

    
      	
               

            	
              Re:

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

            


    

    
      


    

    Gentlemen:

     

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

     

    
      	
               

            	
              (i)

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

            


    

     

    
      	
               

            	
              (ii)

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

            


    

     

     

    
      
        
        

      

      
        H-1-1

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              (iii)

            	
              in
                the case of each Initial Mortgage Loan that is not a MERS Mortgage
                Loan, a
                duly executed assignment of the Mortgage to “The Bank of New York, as
                trustee under the Pooling and Servicing Agreement dated as of [month]
                1,
                2004, without recourse”, or, in the case of each Initial Mortgage Loan
                with respect to property located in the State of California that
                is not a
                MERS Mortgage Loan, a duly executed assignment of the Mortgage in
                blank
                (each such assignment, when duly and validly completed, to be in
                recordable form and sufficient to effect the assignment of and transfer
                to
                the assignee thereof, under the Mortgage to which such assignment
                relates);

            


    

     

    
      	
               

            	
              (iv)

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

            


    

     

    
      	
               

            	
              (v)

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

            


    

     

    
      	
               

            	
              (vi)

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

            


    

     

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

     

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

     

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

     


    
      
        
        

      

      
        H-1-2

        
          

        

      

      
        
        

      

    


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

     

    
       

      
        	
                 

              	
                THE
                  BANK OF NEW YORK,

                  as Trustee

                 

                 

                By:______________________

                Name:

                Title:

              


      

       

       

    

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        H-1-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      H-2

     

    [FORM
      OF]
      FINAL CERTIFICATION OF TRUSTEE

    (SUPPLEMENTAL
      MORTGAGE LOANS)

     

    [date]

     

    [Depositor]

     

    [Master
      Servicer]

     

    [Countrywide]

     

    ________________________

     

    ________________________


     

    
      	
               

            	
              Re:

            	
              Pooling
                and Servicing Agreement among CWALT, Inc., as Depositor, Countrywide
                Home
                Loans, Inc., as a Seller, Park Granada LLC, as a Seller, Park Monaco,
                Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide Home
                Loans
                Servicing LP, as Master Servicer, and The Bank of New York, as Trustee,
                Mortgage Pass-Through Certificates, Series 20__-__ and the Supplemental
                Transfer Agreement dated as of [month] ____, 200_ among CWALT, Inc.,
                as
                Depositor, Countrywide Home Loans, Inc., as a Seller, Park Granada
                LLC, as
                a Seller, Park Monaco, Inc., as a Seller, Park Sienna LLC, as a Seller,
                and The Bank of New York, as
                Trustee

            


    

     

     

    Gentlemen:

     

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

     

    
      	
               

            	
              (i)

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

            


    

     

    
      	
               

            	
              (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 

            


    

     

     

     

    
      
        
        

      

      
        H-2-1

        
          

        

      

      
        
        

      

    

     

    
       

      
        	
                 

              	
                 

              	
                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.

     

    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 


    
      
        
        

      

      
        H-2-2

        
          

        

      

      
        
        

      

    

     

    Servicing Agreement.  The Trustee makes no
      representations as to:  (i) the validity, legality, sufficiency,
      enforceability or genuineness of any of the documents contained in each Mortgage
      File of any of the 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

        
          

        

      

      
        
        

      

    

     

    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

        
          

        

      

      
        
        

      

    


    EXHIBIT
      I

     

    [FORM
      OF]
      TRANSFER AFFIDAVIT

     

    CWALT,
      Inc.

    Mortgage
      Pass-Through Certificates

    Series
      200_-_

     

    STATE
      OF                                                             )

    )
      ss.:

    COUNTY
      OF                                                         )

     

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

     

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

     

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

     

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

     

    4.           The
      Transferee has been advised of, and understands that a tax will be imposed
      on a
“pass-through entity” holding the Certificate if at any time during the taxable
      year of the pass-through entity a Person that is not a Permitted Transferee
      is
      the record holder of an interest in such entity.  The Transferee
      understands that such tax will not be imposed for any period with respect to
      which the record holder furnishes to the pass-through entity an affidavit that
      such record holder is a Permitted Transferee and the pass-through entity does
      not have actual knowledge that such affidavit is false.  (For this
      purpose, a “pass-through entity” includes a 

     

     

    
      
        
        

      

      
        I-1

        
          

        

      

      
        
        

      

    

     

    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 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 

     

     

    
      
        
        

      

      
        I-2

        
          

        

      

      
        
        

      

    

     

    Transferee
      historically has paid its debts as they
      have come due and intends to pay its debts as they come due in the
      future.

     

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

     

    *           *           *

     


    
      
        
        

      

      
        I-3

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Transferee has caused this instrument to be executed on
      its
      behalf by its duly authorized officer, this_____ day of ___________,
      2___.

     

     

    
      	 	                                                                                        
               
	 	PRINT
              NAME OF TRANSFEREE 
	 	 
	 	 
	 	By: 
              ____________________________ 
	 	
              Name:

              Title: 

            


    

     

     

    [Corporate
      Seal]

     

    ATTEST:

     

    _____________________________

    [Assistant]
      Secretary

     

    Personally
      appeared before me the above named _______________, known or proved to me to
      be
      the same person who executed the foregoing instrument and to be the ___________
      of the Transferee, and acknowledged that he executed the same as his free act
      and deed and the free act and deed of the Transferee.

     

    Subscribed
      and sworn before me this ___ day of ___________, 20__.

     

     

     

    
      	 	                                                                       
               
	 	NOTARY
              PUBLIC 
	 	 
	 	 
	 	My
              Commission expires the 
	 	__day
              of __________, 20___ 


    

     

     

     

     

    
 

    
      
        
        

      

      
        I-4

        
          

        

      

      
        
        

      

    


    WAIVER
      OF
      REQUIREMENT THAT TRANSFEREE CERTIFIES TRANSFER OF CERTIFICATE SATISFIES CERTAIN
      REGULATORY “SAFE HARBORS”

     

    The
      Transferor hereby waives the requirement that the Transferee certify that the
      transfer of the Certificate satisfies either the “Asset Test” imposed by
      Treasury Regulation  § 1.860E-1(c)(5) or the “Formula Test” imposed by
      Treasury Regulation § 1.860E-1(c)(7).

     

     

    
      	 	CWALT,
              INC. 
	 	 
	 	 
	 	By:_________________________ 
	 	     
              Name: 
	 	     
              Title: 


    

     

     


    
      
        
        

      

      
        I-5

        
          

        

      

      
        
        

      

    


    EXHIBIT
      1
      to

    EXHIBIT
      I

     

    Certain
      Definitions

     

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

     

    “Formula
      Test”: A transfer satisfies the formula test if the present value of the
      anticipated tax liabilities associated with holding the Certificate does not
      exceed the sum of (i) the present value of any consideration given to the
      transferee to acquire the Certificate; (ii) the present value of the expected
      future distributions on the Certificate; and (iii) the present value of the
      anticipated tax savings associated with holding the Certificate as the issuing
      REMIC generates losses.  For purposes of applying the Formula Test:
      (i) The transferee is assumed to pay tax at a rate equal to the highest rate
      of
      tax specified in section 11(b)(1) of the Code. If the transferee has been
      subject to the alternative minimum tax under section 55 of the Code in the
      preceding two years and will compute its taxable income in the current taxable
      year using the alternative minimum tax rate, then the tax rate specified in
      section 55(b)(1)(B) of the Code may be used in lieu of the highest rate
      specified in section 11(b)(1) of the Code; (ii) The transfer must satisfy
      paragraph 9 of the Transfer Affidavit; and (iii) Present values are computed
      using a discount rate equal to the Federal short-term rate prescribed by section
      1274(d) of the Code for the month of the transfer and the compounding period
      used by the taxpayer.

     

     

    
      
        
        

      

      
        I-6

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
        I-7

        
          

        

      

      
        
        

      

    


    EXHIBIT
      2
      to

    EXHIBIT
      I

     

    Section
      5.02(c) of the Agreement

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        I-8

        
          

        

      

      
        
        

      

    

     

    either
      such time.  Any such payments so
      recovered by the Trustee shall be paid and delivered by the Trustee to the
      last
      preceding Permitted Transferee of such Certificate.

     

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

     

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

     


    
      
        
        

      

      
        I-9

        
          

        

      

      
        
        

      

    


    EXHIBIT
      J-1

    [FORM
      OF]
      TRANSFEROR CERTIFICATE

    (RESIDUAL)

     

                        _____________________

                                                               
      Date

     

    CWALT,
      Inc.

    4500
      Park
      Granada

    Calabasas,
      California  91302

    Attention:        Josh
      Adler

     

    The
      Bank
      of New York

    101
      Barclay Street – 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

        
          

        

      

      
        
        

      

    


    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

        
          

        

      

      
        
        

      

    


    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, (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 

     

     

    
      
        
        

      

      
        K-1

        
          

        

      

      
        
        

      

    

     

    otherwise
      approached or negotiated with any person
      with respect thereto, or taken any other action which would result in a
      violation of Section 5 of the Act, and (g) we will not sell, transfer or
      otherwise dispose of any Certificates unless (1) such sale, transfer or other
      disposition is made pursuant to an effective registration statement under the
      Act or is exempt from such registration requirements, and if requested, we
      will
      at our expense provide an opinion of counsel satisfactory to the addressees
      of
      this Certificate that such sale, transfer or other disposition may be made
      pursuant to an exemption from the Act, (2) the purchaser or transferee of such
      Certificate has executed and delivered to you a certificate to substantially
      the
      same effect as this certificate, and (3) the purchaser or transferee has
      otherwise complied with any conditions for transfer set forth in the Pooling
      and
      Servicing Agreement.

     

     

    
      	 	Very
              truly yours, 
	 	 
	 	 
	 	____________________________ 
	 	Print
              Name of Transferee 
	 	 
	 	 
	 	By:_________________________ 
	 	      Authorized
              Officer 


    

     

     


    
      
        
        

      

      
        K-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      L-1

     

    [FORM
      OF]
      RULE 144A LETTER

     

                       
      __________________________

                                                                Date

     

    CWALT,
      Inc.

    4500
      Park
      Granada

    Calabasas,
      California  91302

    Attention:     Josh
      Adler

     

    The
      Bank
      of New York

    101
      Barclay Street – 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 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 

     

    
      
        
        

      

      
        L-1-1

        
          

        

      

      
        
        

      

    

     

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

     

    
       

      
        	 	Very
                truly yours, 
	 	 
	 	 
	 	____________________________ 
	 	Print
                Name of Transferee 
	 	 
	 	 
	 	By:_________________________ 
	 	      Authorized
                Officer 


      

       

    

     

     

     

     

     

     


    
      
        
        

      

      
        L-1-2

        
          

        

      

      
        
        

      

    


    ANNEX
      1 TO EXHIBIT L-1

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Transferees Other Than Registered Investment Companies]

     

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

     

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

     

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

     

    
      	
               

            	
              ___

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

            


    

     

    
      	
               

            	
              ___

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

            


    

     

    
      	
               

            	
              ___

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

            


    

     

    
      	
               

            	
              ___

            	
              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
                

            


    

     

     

    
      
        
        

      

      
        L-1-3

        
          

        

      

      
        
        

      

    

     

    
       

      
        	
                 

              	
                 

              	
                subject
                  to supervision by the insurance commissioner or a similar official
                  or
                  agency of a State, territory or the District of
                  Columbia.

              


      

       

    

    
      	
               

            	
              ___

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

            


    

     

    
      	
               

            	
              ___

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

            


    

     

    
      	
               

            	
              ___

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

            


    

     

    
      	
               

            	
              ___

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

            


    

     

    
      	
               

            	
              ___

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

            


    

     

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

     

    4.           For
      purposes of determining the aggregate amount of securities owned and/or invested
      on a discretionary basis by the Buyer, the Buyer used the cost of such
      securities to the Buyer and did not include any of the securities referred
      to in
      the preceding paragraph, except (i) where the Buyer reports its securities
      holdings in its financial statements on the basis of their market value, and
      (ii) no current information with respect to the cost of those securities has
      been published.  If clause (ii) in the preceding sentence applies, the
      securities may be valued at market.  Further, in determining such
      aggregate amount, the Buyer may have included securities owned by subsidiaries
      of the Buyer, but only if such subsidiaries are consolidated with the Buyer
      in
      its financial statements prepared in accordance with generally accepted
      accounting principles and if the investments of such subsidiaries are managed
      under the Buyer’s direction.  However, such securities were not
      included if the Buyer is a majority-owned, consolidated subsidiary of another
      enterprise and the Buyer is not itself a reporting company under the Securities
      Exchange Act of 1934, as amended.

     

    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.

     

     

    
      
        
        

      

      
        L-1-4

        
          

        

      

      
        
        

      

    

     

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

     

    
       

      
        	 	                                                                                        
                 
	 	                
                Print Name of Buyer 
	 	 
	 	 
	 	By: 
                ____________________________ 
	 	
                Name:

                Title: 

                 

                 

                Date: _______________________

              


      

       

    

     

     


    
      
        
        

      

      
        L-1-5

        
          

        

      

      
        
        

      

    


    ANNEX
      2 TO EXHIBIT L-1

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Transferees That are Registered Investment Companies]

     

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

     

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

     

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

     

    
      	
               

            	
              ___

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

            


    

     

    
      	
               

            	
              ___

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

            


    

     

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

     

    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.

     

     

    
      
        
        

      

      
        L-1-6

        
          

        

      

      
        
        

      

    

     

    5.           The
      Buyer is familiar with Rule 144A and understands that the parties listed in
      the
      Rule 144A Transferee Certificate to which this certification relates are relying
      and will continue to rely on the statements made herein because one or more
      sales to the Buyer will be in reliance on Rule 144A.  In addition, the
      Buyer will only purchase for the Buyer’s own account.

     

    6.           Until
      the date of purchase of the Certificates, the undersigned will notify the
      parties listed in the Rule 144A Transferee Certificate to which this
      certification relates of any changes in the information and conclusions
      herein.  Until such notice is given, the Buyer’s purchase of the
      Certificates will constitute a reaffirmation of this certification by the
      undersigned as of the date of such purchase.

     

    
      	 	________________________________ 
	 	        
              Print Name of Buyer or Adviser 
	 	 
	 	 
	 	By:_____________________________ 
	 	Name: 
	 	Title: 
	 	 
	 	IF
              AN ADVISER: 
	 	
               

               

               

              ________________________________

                          Print
                Name of Buyer

               

              Date: 
                ____________________________ 

            


    

     

     

     

     

     

     


    
      
        
        

      

      
        L-1-7

        
          

        

      

      
        
        

      

    


    EXHIBIT
      L-2

     

    [FORM
      OF]
      ERISA LETTER (COVERED CERTIFICATES)

     

                       
      ______________________

                                                                Date

     

    CWALT,
      Inc.

    4500
      Park
      Granada

    Calabasas,
      California  91302

    Attention:      Josh
      Adler

     

    The
      Bank
      of New York

    101
      Barclay Street – 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 §2510.3-101 or otherwise under
      ERISA) of such an employee benefit plan or plan, or (ii) the purchase and
      holding of the Certificates satisfy the requirements for exemptive relief under
      PTCE 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or a similar
      exemption.  We understand that, in the event that such representation
      is violated, such transfer or acquisition shall be void and of no
      effect.

     

            Very
      truly
      yours,

     

     

            ____________________________________    

            Print
      Name of
      Transferee

     

     

            By: _________________________________

                                           Authorized
      Officer

     


    
      
        
        

      

      
        L-2-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      M

     

    [FORM
      OF]
      REQUEST FOR RELEASE

    (for
      Trustee)

     

    CWALT,
      Inc.

    Mortgage
      Pass-Through Certificates

    Series
      200_-_

     

    Loan
      Information

     

    
      	
              Name
                of Mortgagor:

            	 
	 	 
	
              Servicer
                Loan No.:

            	 


    

     

    Trustee

     

    
      	
              Name:

            	 
	 	 
	
              Address

            	 
	 	 
	 	 
	 	 
	 	 
	
               

              Trustee

              Mortgage
                File No.:

            	 


    

     

    The
      undersigned Master Servicer hereby acknowledges that it has received from The
      Bank of New York, as Trustee for the Holders of Mortgage Pass-Through
      Certificates, of the above-referenced Series, the documents referred to below
      (the “Documents”).  All capitalized terms not otherwise defined in
      this Request for Release shall have the meanings given them in the Pooling
      and
      Servicing Agreement (the “Pooling and Servicing Agreement”) relating to the
      above-referenced Series among the Trustee, Countrywide Home Loans, Inc., as
      a
      Seller, Park Granada LLC, as a Seller, Park Monaco, Inc., as a Seller, Park
      Sienna LLC, as a Seller, Countrywide Home Loans Servicing LP, as Master Servicer
      and CWALT, Inc., as Depositor.

     

    
      	
              (
                )

            	
              Mortgage
                Note dated _______________, 20__, in the original principal sum of
                $___________, made by ____________________________, payable to, or
                endorsed to the order of, the
                Trustee.

            


    

     

    
      	
              (
                )

            	
              Mortgage
                recorded on __________________ as instrument no. _______________
                in the
                County Recorder’s Office of the County of _________________________, State
                of _______________________ in book/reel/docket _________________________
                of official records at page/image
                _______________________________.

            


    

     

    
      	
              (
                )

            	
              Deed
                of Trust recorded on ______________________ as instrument no. ___________
                in the County Recorder’s Office of the County of
                __________________________, State
                of 

            


    

     

     

     

    
      
        
        

      

      
        M-1

        
          

        

      

      
        
        

      

    

     

    
       

      
        	
                 

              	
                _____________________
                  in book/reel/docket _________________________ of official records
                  at
                  page/image
                  ____________________________.

              


      

       

       

    

    
      	
              (
                )

            	
              Assignment
                of Mortgage or Deed of Trust to the Trustee, recorded on
                _____________________ as instrument no. __________________ in the
                County
                Recorder’s Office of the County of _____________________, State of
                ___________________ in book/reel/docket ________________ of official
                records at page/image
                ______________________.

            


    

     

    
      	
              (
                )

            	
              Other
                documents, including any amendments, assignments or other assumptions
                of
                the Mortgage Note or Mortgage.

            


    

     

    
      	
              (   )

            	 


    

     

    
      	
              (   )

            	 


    

     

    
      	
              (   )

            	 


    

     

    
      	
              (   )

            	 


    

     

    The
      undersigned Master Servicer hereby acknowledges and agrees as
      follows:

     

    (1)           The
      Master Servicer shall hold and retain possession of the Documents in trust
      for
      the benefit of the Trustee, solely for the purposes provided in the
      Agreement.

     

    (2)           The
      Master Servicer shall not cause or knowingly permit the Documents to become
      subject to, or encumbered by, any claim, liens, security interest, charges,
      writs of attachment or other impositions nor shall the Servicer assert or seek
      to assert any claims or rights of setoff to or against the Documents or any
      proceeds thereof.

     

    (3)           The
      Master Servicer shall return each and every Document previously requested from
      the Mortgage File to the Trustee when the need therefor no longer exists, unless
      the Mortgage Loan relating to the Documents has been liquidated and the proceeds
      thereof have been remitted to the Certificate Account and except as expressly
      provided in the Agreement.

     

    (4)           The
      Documents and any proceeds thereof, including any proceeds of proceeds, coming
      into the possession or control of the Master Servicer shall at all times be
      earmarked for the account of the Trustee, and the Master Servicer shall keep
      the
      Documents and any proceeds separate and distinct from all other property in
      the
      Master Servicer’s possession, custody or control.

     


    
      
        
        

      

      
        M-2

        
          

        

      

      
        
        

      

    


    COUNTRYWIDE
      HOME LOANS SERVICING LP

     

     

    By      ________________________________

     

    Its       ________________________________

     

    Date:_________________,
      20__

     


    
      
        
        

      

      
        M-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      N

     

    [FORM
      OF]
      REQUEST FOR RELEASE OF DOCUMENTS

     

    
      
        	To:   
                The Bank of New York	 	Attn: 
                Mortgage Custody Services 


      

    

                
      

    
      	
               

            	
              Re:

            	
              The
                Pooling & Servicing Agreement dated [month] 1, 200_, among Countrywide
                Home Loans, Inc., as a Seller, Park Granada LLC, as a Seller, Park
                Monaco,
                Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide Home
                Loans
                Servicing LP, as Master  Servicer, CWALT, Inc. and The Bank of
                New  York, as Trustee

            


    

    
      


      Ladies
        and Gentlemen:

    

     

    In
      connection with the administration of the Mortgage Loans held by you as Trustee
      for CWALT, Inc., we request the release of the Mortgage Loan File for the
      Mortgage Loan(s) described below, for the reason indicated.

     

    FT
      Account
      #:                                                                           Pool
      #:

     

    Mortgagor’s
      Name, Address and Zip Code:

     

    Mortgage
      Loan Number:

     

    Reason
      for Requesting Documents (check one)

     

    
      	
               

            	
              1.

            	
              Mortgage
                Loan paid in full (Countrywide Home Loans, Inc. hereby certifies
                that all
                amounts have been received).

            


    

     

    
      	
               

            	
              2.

            	
              Mortgage
                Loan Liquidated (Countrywide Home Loans, Inc. hereby certifies that
                all
                proceeds of foreclosure, insurance, or other liquidation have been
                finally
                received).

            


    

     

    
      	
               

            	
              3.

            	
              Mortgage
                Loan in Foreclosure.

            


    

     

    
      	
               

            	
              4.

            	
              Mortgage
                Loan repurchased by the Master Servicer pursuant to Section 3.11(a)
                (Countrywide Home Loans Servicing LP hereby certifies that the Purchase
                Price for the Mortgage Loan has been deposited in the Certificate
                Account).

            


    

     

    
      	
               

            	
              5.

            	
              Other
                (explain):

            


    

     

    If
      item 1
      or 2 above is checked, and if all or part of the Mortgage File was previously
      released to us, please release to us our previous receipt on file with you,
      as
      well as any additional documents in your possession relating to the
      above-specified Mortgage Loan.  If item 3, 4 or 5 is checked, upon
      return of all of the above documents to you as Trustee, please acknowledge
      your
      receipt by signing in the space indicated below, and returning this
      form.

     


    
      
        
        

      

      
        N-1

        
          

        

      

      
        
        

      

    


    COUNTRYWIDE
      HOME LOANS, INC.

    4500
      Park
      Granada

    Calabasas,
      California  91302

     

    By:  ________________________________

    Name: ______________________________

    Title:________________________________

    Date: ________________________________

     

    [COUNTRYWIDE
      HOME LOANS SERVICING LP]

     

    By:  ________________________________

    Name: ________________________________

    Title:  ________________________________

    Date: ________________________________

     

    TRUSTEE
      CONSENT TO RELEASE AND

    ACKNOWLEDGEMENT
      OF RECEIPT

     

    By: ________________________________

    Name: ________________________________

    Title: ________________________________

    Date: ________________________________

     


    
      
        
        

      

      
        N-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      O

     

    GLOSSARY
      of TERMS for STANDARD & POOR’S LEVELS® VERSION 6.0 FILE FORMAT

    


    APPENDIX  E
      – Standard & Poor’s Predatory Lending Categories

    


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

    


    
      	
              Standard
                & Poor’s High Cost Loan Categorization

               

            
	
              State/Jurisdiction

            	
              Name
                of Anti-Predatory Lending Law/Effective Date

            	
              Category
                under Applicable Anti-Predatory Lending Law

            
	
              Arkansas

            	
              Arkansas
                Home Loan Protection Act, Ark. Code Ann. §§ 23-53-101
                etseq.

               

              Effective
                July 16, 2003

            	
              High
                Cost Home Loan

            
	
              Cleveland
                Heights, OH

            	
              Ordinance
                No. 72-2003 (PSH), Mun. Code §§ 757.01 etseq.

               

              Effective
                June 2, 2003

            	
              Covered
                Loan

            
	
              Colorado

            	
              Consumer
                Equity Protection, Colo. Stat. Ann. §§ 5-3.5-101
                etseq.

               

              Effective
                for covered loans offered or entered into on or after January 1,
                2003.
                Other provisions of the Act took effect on June 7, 2002

            	
              Covered
                Loan

            
	
              Connecticut

            	
              Connecticut
                Abusive Home Loan Lending Practices Act, Conn. Gen. Stat. §§ 36a-746
                etseq.

               

              Effective
                October 1, 2001

            	
              High
                Cost Home Loan

            
	
              District
                of Columbia

            	
              Home
                Loan Protection Act, D.C. Code §§ 26-1151.01
                etseq.

               

              Effective
                for loans closed on or after January 28, 2003

            	
              Covered
                Loan

            
	
              Florida

            	
              Fair
                Lending Act, Fla. Stat. Ann. §§ 494.0078
                etseq.

            	
              High
                Cost Home Loan

            


    

     

     

    
      
        
        

      

      
        O-1

        
          

        

      

      
        
        

      

    

     

    

      	
              Standard
                & Poor’s High Cost Loan Categorization

               

            
	
              State/Jurisdiction

            	
              Name
                of Anti-Predatory Lending Law/Effective Date

            	
              Category
                under Applicable Anti-Predatory Lending
                Law

            


    

    
      	 	
              Effective
                October 2, 2002

            	 
	
              Georgia
                (Oct. 1, 2002 – Mar. 6, 2003)

            	
              Georgia
                Fair Lending Act, Ga. Code Ann. §§ 7-6A-1
etseq.

               

              Effective
                October 1, 2002 – March 6, 2003

            	
              High
                Cost Home Loan

            
	
              Georgia
                as amended (Mar. 7, 2003 – current)

            	
              Georgia
                Fair Lending Act, Ga. Code Ann. §§ 7-6A-1
etseq.

               

              Effective
                for loans closed on or after March 7, 2003

            	
              High
                Cost Home Loan

            
	
              HOEPA
                Section 32

            	
              Home
                Ownership and Equity Protection Act of 1994, 15 U.S.C. § 1639, 12 C.F.R.
                §§ 226.32 and 226.34

               

              Effective
                October 1, 1995, amendments October 1, 2002

            	
              High
                Cost Loan

            
	
              Illinois

            	
              High
                Risk Home Loan Act, Ill. Comp. Stat. tit. 815, §§ 137/5
                etseq.

               

              Effective
                January 1, 2004 (prior to this date, regulations under Residential
                Mortgage License Act effective from May 14, 2001)

            	
              High
                Risk Home Loan

            
	
              Kansas

            	
              Consumer
                Credit Code, Kan. Stat. Ann. §§ 16a-1-101
etseq.

               

              Sections
                16a-1-301 and 16a-3-207 became effective April 14, 1999; Section
                16a-3-308a became effective July 1, 1999

            	
              High
                Loan to Value Consumer Loan (id. § 16a-3-207) and;

            
	
              High
                APR Consumer Loan (id. § 16a-3-308a)

            
	
              Kentucky

            	
              2003
                KY H.B. 287 – High Cost Home Loan Act, Ky. Rev. Stat. §§ 360.100
                etseq.

               

              Effective
                June 24, 2003

            	
              High
                Cost Home Loan

            
	
              Maine

            	
              Truth
                in Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101
                etseq.

               

              Effective
                September 29, 1995 and as amended from time to time

            	
              High
                Rate High Fee Mortgage

            


    

     

     

    
      
        
        

      

      
        O-2

        
          

        

      

      
        
        

      

    

    

      	
              Standard
                & Poor’s High Cost Loan Categorization

               

            
	
              State/Jurisdiction

            	
              Name
                of Anti-Predatory Lending Law/Effective Date

            	
              Category
                under Applicable Anti-Predatory Lending
                Law

            


    

    
      	
              Massachusetts

            	
              Part
                40 and Part 32, 209 C.M.R. §§ 32.00 et seq. and 209 C.M.R. §§ 40.01
                etseq.

               

              Effective
                March 22, 2001 and amended from time to time

            	
              High
                Cost Home Loan

            
	
              Nevada

            	
              Assembly
                Bill No. 284, Nev. Rev. Stat. §§ 598D.010
etseq.

               

              Effective
                October 1, 2003

            	
              Home
                Loan

            
	
              New
                Jersey

            	
              New
                Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                etseq.

               

              Effective
                for loans closed on or after November 27, 2003

            	
              High
                Cost Home Loan

            
	
              New
                Mexico

            	
              Home
                Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1
                etseq.

               

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

            	
              High
                Cost Home Loan

            
	
              New
                York

            	
              N.Y.
                Banking Law Article 6-l

               

              Effective
                for applications made on or after April 1, 2003

            	
              High
                Cost Home Loan

            
	
              North
                Carolina

            	
              Restrictions
                and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E 
                etseq.

               

              Effective
                July 1, 2000; amended October 1, 2003 (adding open-end lines of
                credit)

            	
              High
                Cost Home Loan

            
	
              Ohio

            	
              H.B.
                386 (codified in various sections of the Ohio Code), Ohio Rev. Code
                Ann.
                §§ 1349.25  etseq.

               

              Effective
                May 24, 2002

            	
              Covered
                Loan

            
	
              Oklahoma

            	
              Consumer
                Credit Code (codified in various sections of Title 14A)

               

              Effective
                July 1, 2000; amended effective January 1, 2004

            	
              Subsection
                10 Mortgage

            


    

     

     

    
      
        
        

      

      
        O-3

        
          

        

      

      
        
        

      

    

     

    

      	
              Standard
                & Poor’s High Cost Loan Categorization

               

            
	
              State/Jurisdiction

            	
              Name
                of Anti-Predatory Lending Law/Effective Date

            	
              Category
                under Applicable Anti-Predatory Lending
                Law

            


    

    
      	
              South
                Carolina

            	
              South
                Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann. §§
                37-23-10  etseq.

               

              Effective
                for loans taken on or after January 1, 2004

            	
              High
                Cost Home Loan

            
	
              West
                Virginia

            	
              West
                Virginia Residential Mortgage Lender, Broker and Servicer Act, W.
                Va. Code
                Ann. §§ 31-17-1  etseq.

               

              Effective
                June 5, 2002

            	
              West
                Virginia Mortgage Loan Act Loan

            


    

     

    


     

    Standard
      & Poor’s Covered Loan Categorization

     

    


    
      	
              State/Jurisdiction

            	
              Name
                of Anti-Predatory Lending Law/Effective Date

            	
              Category
                under Applicable Anti-Predatory Lending Law

            
	
              Georgia
                (Oct. 1, 2002 – Mar. 6, 2003)

            	
              Georgia
                Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 
                etseq.

               

              Effective
                October 1, 2002 – March 6, 2003

            	
              Covered
                Loan

            
	
              New
                Jersey

            	
              New
                Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§
                46:10B-22  etseq.

               

              Effective
                November 27, 2003 – July 5, 2004

            	
              Covered
                Home Loan

            


    

     

    


    
      	
              Standard
                & Poor’s Home Loan Categorization

               

            
	
              State/Jurisdiction

            	
              Name
                of Anti-Predatory Lending Law/Effective Date

            	
              Category
                under Applicable Anti-Predatory Lending Law

            
	
              Georgia
                (Oct. 1, 2002 – Mar. 6, 2003)

            	
              Georgia
                Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 
                etseq.

               

              Effective
                October 1, 2002 – March 6, 2003

            	
              Home
                Loan

            


    

     

     

    
      
        
        

      

      
        O-4

        
          

        

      

      
        
        

      

    

     

    

      	
              Standard
                & Poor’s Home Loan Categorization

               

            
	
              State/Jurisdiction

            	
              Name
                of Anti-Predatory Lending Law/Effective Date

            	
              Category
                under Applicable Anti-Predatory Lending
                Law

            


    

    
      	
              New
                Jersey

            	
              New
                Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                etseq.

               

              Effective
                for loans closed on or after November 27, 2003

            	
              Home
                Loan

            
	
              New
                Mexico

            	
              Home
                Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 
                etseq.

               

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

            	
              Home
                Loan

            
	
              North
                Carolina

            	
              Restrictions
                and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E 
                etseq.

               

              Effective
                July 1, 2000; amended October 1, 2003 (adding open-end lines of
                credit)

            	
              Consumer
                Home Loan

            
	
              South
                Carolina

            	
              South
                Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann. §§
                37-23-10  etseq.

               

              Effective
                for loans taken on or after January 1, 2004

            	
              Consumer
                Home Loan

            


    

    


    


    



    
      
        
        

      

      
        O-5

        
          

        

      

      
        
        

      

    


    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, 2003 (the “Pooling and Servicing Agreement”), in relation to
      the Alternative Loan Trust 200_-_, Mortgage Pass-Through Certificates, Series
      200_-_;

     

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

     

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

     

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

     

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

     

    (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.

     

     

    
      
        
        

      

      
        P-1

        
          

        

      

      
        
        

      

    

     

    (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

        
          

        

      

      
        
        

      

    


    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

        
          

        

      

      
        
        

      

    

     

    
       

      
        	 	
                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

        
          

        

      

      
        
        

      

    


    EXHIBIT
      Q

     

    


    MONTHLY
      STATEMENT

     

    [On
      file
      with Trustee]

     


    
      
        
        

      

      
        Q-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      R-1

     

    [FORM
      OF]
      PERFORMANCE CERTIFICATION

    (Servicer)

     

    [On
      file
      with Trustee]

     


    
      
        
        

      

      
        R-1-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      R-2

     

    [FORM
      OF]
      PERFORMANCE CERTIFICATION

    (Trustee)

     

    [On
      file
      with Trustee]

     


    
      
        
        

      

      
        R-2-1

        
          

        

      

      
        
        

      

    


    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”:

     

    
      	
              Servicing
                Criteria

               

            	
              Applicable
                Servicing Criteria

               

            
	
              Reference

            	
              Criteria

               

            	 
	 	
              General
                Servicing Considerations

               

            	 
	
              1122(d)(1)(i)

               

            	
              Policies
                and procedures are instituted to monitor any performance or other
                triggers
                and events of default in accordance with the transaction
                agreements.

               

            	 
	
              1122(d)(1)(ii)

               

            	
              If
                any material servicing activities are outsourced to third parties,
                policies and procedures are instituted to monitor the third party’s
                performance and compliance with such servicing activities.

               

            	 
	
              1122(d)(1)(iii)

               

            	
              Any
                requirements in the transaction agreements to maintain a back-up
                servicer
                for the mortgage loans are maintained.

               

            	 
	
              1122(d)(1)(iv)

               

            	
              A
                fidelity bond and errors and omissions policy is in effect on the
                party
                participating in the servicing function throughout the reporting
                period in
                the amount of coverage required by and otherwise in accordance with
                the
                terms of the transaction agreements.

               

            	 
	 	
              Cash
                Collection and Administration

               

            	 
	
              1122(d)(2)(i)

               

            	
              Payments
                on mortgage loans are deposited into the appropriate custodial bank
                accounts and related bank clearing accounts no more than two business
                days
                following receipt, or such other number of days specified in the
                transaction agreements.

               

            	 
	
              1122(d)(2)(ii)

               

            	
              Disbursements
                made via wire transfer on behalf of an obligor or to an investor
                are made
                only by authorized personnel.

               

            	 


    

     

     

    
      
        
        

      

      
        S-1

        
          

        

      

      
        
        

      

    

     

    

      	
              Servicing
                Criteria

               

            	
              Applicable
                Servicing Criteria

               

            
	
              Reference

            	
              Criteria

               

            	 


    

    
      	
              1122(d)(2)(iii)

               

            	
              Advances
                of funds or guarantees regarding collections, cash flows or distributions,
                and any interest or other fees charged for such advances, are made,
                reviewed and approved as specified in the transaction
                agreements.

               

            	 
	
              1122(d)(2)(iv)

               

            	
              The
                related accounts for the transaction, such as cash reserve accounts
                or
                accounts established as a form of overcollateralization, are separately
                maintained (e.g., with respect to commingling of cash) as set forth
                in the
                transaction agreements.

               

            	 
	
              1122(d)(2)(v)

               

            	
              Each
                custodial account is maintained at a federally insured depository
                institution as set forth in the transaction agreements. For purposes
                of
                this criterion, “federally insured depository institution” with respect to
                a foreign financial institution means a foreign financial institution
                that
                meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                Act.

               

            	 
	
              1122(d)(2)(vi)

               

            	
              Unissued
                checks are safeguarded so as to prevent unauthorized access.

               

            	 
	
              1122(d)(2)(vii)

               

            	
              Reconciliations
                are prepared on a monthly basis for all asset-backed securities related
                bank accounts, including custodial accounts and related bank clearing
                accounts. These reconciliations are (A) mathematically accurate;
                (B)
                prepared within 30 calendar days after the bank statement cutoff
                date, or
                such other number of days specified in the transaction agreements;
                (C)
                reviewed and approved by someone other than the person who prepared
                the
                reconciliation; and (D) contain explanations for reconciling items.
                These
                reconciling items are resolved within 90 calendar days of their original
                identification, or such other number of days specified in the transaction
                agreements.

               

            	 


    

     

     

    
      
        
        

      

      
        S-2

        
          

        

      

      
        
        

      

    

     

    

      	
              Servicing
                Criteria

               

            	
              Applicable
                Servicing Criteria

               

            
	
              Reference

            	
              Criteria

               

            	 


    

    
      	 	
              Investor
                Remittances and Reporting

               

            	 
	
              1122(d)(3)(i)

               

            	
              Reports
                to investors, including those to be filed with the Commission, are
                maintained in accordance with the transaction agreements and applicable
                Commission requirements. Specifically, such reports (A) are prepared
                in
                accordance with timeframes and other terms set forth in the transaction
                agreements; (B) provide information calculated in accordance with
                the
                terms specified in the transaction agreements; (C) are filed with
                the
                Commission as required by its rules and regulations; and (D) agree
                with
                investors’ or the trustee’s records as to the total unpaid principal
                balance and number of mortgage loans serviced by the
                Servicer.

               

            	 
	
              1122(d)(3)(ii)

               

            	
              Amounts
                due to investors are allocated and remitted in accordance with timeframes,
                distribution priority and other terms set forth in the transaction
                agreements.

               

            	 
	
              1122(d)(3)(iii)

               

            	
              Disbursements
                made to an investor are posted within two business days to the Servicer’s
                investor records, or such other number of days specified in the
                transaction agreements.

               

            	 
	
              1122(d)(3)(iv)

               

            	
              Amounts
                remitted to investors per the investor reports agree with cancelled
                checks, or other form of payment, or custodial bank
                statements.

               

            	 
	 	
              Pool
                Asset Administration

               

            	 
	
              1122(d)(4)(i)

               

            	
              Collateral
                or security on mortgage loans is maintained as required by the transaction
                agreements or related mortgage loan documents.

               

            	 
	
              1122(d)(4)(ii)

               

            	
              Mortgage
                loan and related documents are safeguarded as required by the transaction
                agreements.

               

            	 
	
              1122(d)(4)(iii)

               

            	
              Any
                additions, removals or substitutions to the asset pool are made,
                reviewed
                and approved in accordance with any conditions or requirements in
                the
                transaction agreements.

               

            	 


    

     

     

    
      
        
        

      

      
        S-3

        
          

        

      

      
        
        

      

    

    

      	
              Servicing
                Criteria

               

            	
              Applicable
                Servicing Criteria

               

            
	
              Reference

            	
              Criteria

               

            	 


    

    
      	
              1122(d)(4)(iv)

               

            	
              Payments
                on mortgage loans, including any payoffs, made in accordance with
                the
                related mortgage loan documents are posted to the Servicer’s obligor
                records maintained no more than two business days after receipt,
                or such
                other number of days specified in the transaction agreements, and
                allocated to principal, interest or other items (e.g., escrow) in
                accordance with the related mortgage loan documents.

               

            	 
	
              1122(d)(4)(v)

               

            	
              The
                Servicer’s records regarding the mortgage loans agree with the Servicer’s
                records with respect to an obligor’s unpaid principal
                balance.

               

            	 
	
              1122(d)(4)(vi)

               

            	
              Changes
                with respect to the terms or status of an obligor's mortgage loans
                (e.g.,
                loan modifications or re-agings) are made, reviewed and approved
                by
                authorized personnel in accordance with the transaction agreements
                and
                related pool asset documents.

               

            	 
	
              1122(d)(4)(vii)

               

            	
              Loss
                mitigation or recovery actions (e.g., forbearance plans, modifications
                and
                deeds in lieu of foreclosure, foreclosures and repossessions, as
                applicable) are initiated, conducted and concluded in accordance
                with the
                timeframes or other requirements established by the transaction
                agreements.

               

            	 
	
              1122(d)(4)(viii)

               

            	
              Records
                documenting collection efforts are maintained during the period a
                mortgage
                loan is delinquent in accordance with the transaction agreements.
                Such
                records are maintained on at least a monthly basis, or such other
                period
                specified in the transaction agreements, and describe the entity’s
                activities in monitoring delinquent mortgage loans including, for
                example,
                phone calls, letters and payment rescheduling plans in cases where
                delinquency is deemed temporary (e.g., illness or
                unemployment).

               

            	 
	
              1122(d)(4)(ix)

               

            	
              Adjustments
                to interest rates or rates of return for mortgage loans with variable
                rates are computed based on the related mortgage loan
                documents.

               

            	 


    

     

     

    
      
        
        

      

      
        S-4

        
          

        

      

      
        
        

      

    

     

    

      	
              Servicing
                Criteria

               

            	
              Applicable
                Servicing Criteria

               

            
	
              Reference

            	
              Criteria

               

            	 


    

    
      	
              1122(d)(4)(x)

               

            	
              Regarding
                any funds held in trust for an obligor (such as escrow accounts):
                (A) such
                funds are analyzed, in accordance with the obligor’s mortgage loan
                documents, on at least an annual basis, or such other period specified
                in
                the transaction agreements; (B) interest on such funds is paid, or
                credited, to obligors in accordance with applicable mortgage loan
                documents and state laws; and (C) such funds are returned to the
                obligor
                within 30 calendar days of full repayment of the related mortgage
                loans,
                or such other number of days specified in the transaction
                agreements.

               

            	 
	
              1122(d)(4)(xi)

               

            	
              Payments
                made on behalf of an obligor (such as tax or insurance payments)
                are made
                on or before the related penalty or expiration dates, as indicated
                on the
                appropriate bills or notices for such payments, provided that such
                support
                has been received by the servicer at least 30 calendar days prior
                to these
                dates, or such other number of days specified in the transaction
                agreements.

               

            	 
	
              1122(d)(4)(xii)

               

            	
              Any
                late payment penalties in connection with any payment to be made
                on behalf
                of an obligor are paid from the servicer’s funds and not charged to the
                obligor, unless the late payment was due to the obligor’s error or
                omission.

               

            	 
	
              1122(d)(4)(xiii)

               

            	
              Disbursements
                made on behalf of an obligor are posted within two business days
                to the
                obligor’s records maintained by the servicer, or such other number of days
                specified in the transaction agreements.

               

            	 
	
              1122(d)(4)(xiv)

               

            	
              Delinquencies,
                charge-offs and uncollectible accounts are recognized and recorded
                in
                accordance with the transaction agreements.

               

            	 
	
              1122(d)(4)(xv)

               

            	
              Any
                external enhancement or other support, identified in Item 1114(a)(1)
                through (3) or Item 1115 of Regulation AB, is maintained as set forth
                in
                the 

            	 


    

     

     

     

    
      
        
        

      

      
        S-5

        
          

        

      

      
        
        

      

    

    

      	
              Servicing
                Criteria

               

            	
              Applicable
                Servicing Criteria

               

            
	
              Reference

            	
              Criteria

               

            	 


    

    
      	 	transaction
              agreements.	 
	 	 	 


    

    


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

     

     

    Date:  ________________________

     

     

    By:     _______________________________

    Name:

    Title:

     


    
      
        
        

      

      
        S-6

        
          

        

      

      
        
        

      

    


    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

        
          

        

      

      
        
        

      

    


    EXHIBIT
      U

     

    FORM
      OF
      SARBANES-OXLEY CERTIFICATION

     

    (REPLACEMENT
      OF MASTER SERVICER)

     

     

    
      	
               

            	
              Re:

            	
              Alternative
                Loan Trust 200[ ]-[  ], Mortgage Pass-Through Certificates,
                Series 200[ ]-[  ]

            


    

     

    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 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 

     

     

    
      
        
        

      

      
        U-1

        
          

        

      

      
        
        

      

    

     

    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