efc7-2357_exh41.htm


     

    Exhibit
      4.1

     

    Amended
      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

      ___________________________________

       

      AMENDED
        AND RESTATED

      POOLING
        AND SERVICING AGREEMENT

      Dated
        as
        of July 1, 2007

      ___________________________________

       

      ALTERNATIVE
        LOAN TRUST 2007-HY9

       

      MORTGAGE
        PASS-THROUGH CERTIFICATES, SERIES 2007-HY9

       

       

       

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

       

                                                    

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

         

        TABLE
          OF
          CONTENTS

        Page

         

        
          	
                  ARTICLE
                    I DEFINITIONS  

                
	
                  SECTION
                    1.01.

                	
                  Defined
                    Terms.

                	
                  1

                
	
                  SECTION
                    1.02.

                	
                  Certain
                    Interpretive Provisions.

                	
                  36

                
	 	 	 
	
                  ARTICLE
                    II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
                    WARRANTIES

                
	 	 
	
                  SECTION
                    2.01.

                	
                  Conveyance
                    of Mortgage Loans

                	
                  37

                
	
                  SECTION
                    2.02.

                	
                  Acceptance
                    by Trustee of the Mortgage Loans.

                	
                  41

                
	
                  SECTION
                    2.03.

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

                	
                  43

                
	
                  SECTION
                    2.04.

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

                	
                  45

                
	
                  SECTION
                    2.05.

                	
                  Delivery
                    of Opinion of Counsel in Connection with Substitutions.

                	
                  46

                
	
                  SECTION
                    2.06.

                	
                  Execution
                    and Delivery of Certificates.

                	
                  46

                
	
                  SECTION
                    2.07.

                	
                  REMIC
                    Matters.

                	
                  47

                
	
                  SECTION
                    2.08.

                	
                  Covenants
                    of the Master Servicer.

                	
                  47

                
	 	 	 
	
                  ARTICLE
                    III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS 

                
	 	 
	
                  SECTION
                    3.01.

                	
                  Master
                    Servicer to Service Mortgage Loans.

                	
                  48

                
	
                  SECTION
                    3.02.

                	
                  Subservicing;
                    Enforcement of the Obligations of Subservicers.

                	
                  49

                
	
                  SECTION
                    3.03.

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

                	
                  49

                
	
                  SECTION
                    3.04.

                	
                  Trustee
                    to Act as Master Servicer.

                	
                  50

                
	
                  SECTION
                    3.05.

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

                	
                  50

                
	
                  SECTION
                    3.06.

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

                	
                  55

                
	
                  SECTION
                    3.07.

                	
                  Access
                    to Certain Documentation and Information Regarding the Mortgage
                    Loans.

                	
                  55

                
	
                  SECTION
                    3.08.

                	
                  Permitted
                    Withdrawals from the Certificate Account, the Distribution Account,
                    the
                    Carryover Reserve Fund; the Principal Reserve Fund and the Derivative
                    Accounts.

                	
                  56

                
	
                  SECTION
                    3.09.

                	
                  Maintenance
                    of Hazard Insurance; Maintenance of Primary Insurance
                    Policies.

                	
                  59

                
	
                  SECTION
                    3.10.

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

                	
                  60

                
	
                  SECTION
                    3.11.

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

                	
                  61

                
	
                  SECTION
                    3.12.

                	
                  Trustee
                    to Cooperate; Release of Mortgage Files.

                	
                  65

                


        

         

         

        
          
            
            

          

          
            i

            
              

            

          

          
            
            

          

        

        
 

        
          	
                  SECTION
                    3.13.

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

                	
                  66

                
	
                  SECTION
                    3.14.

                	
                  Servicing
                    Compensation.

                	
                  66

                
	
                  SECTION
                    3.15.

                	
                  Access
                    to Certain Documentation.

                	
                  67

                
	
                  SECTION
                    3.16.

                	
                  Annual
                    Statement as to Compliance.

                	
                  67

                
	
                  SECTION
                    3.17.

                	
                  Errors
                    and Omissions Insurance; Fidelity Bonds.

                	
                  68

                
	
                  SECTION
                    3.18.

                	
                  Notification
                    of Adjustments.

                	
                  68

                
	
                  SECTION
                    3.19.

                	
                  The
                    Derivative Agreements.

                	
                  68

                
	
                  SECTION
                    3.20.

                	
                  Prepayment
                    Charges.

                	
                  70

                
	 	 	 
	
                  ARTICLE
                    IV  DISTRIBUTIONS AND ADVANCES BY THE MASTER
                    SERVICER

                
	 	 
	
                  SECTION
                    4.01.

                	
                  Advances.

                	
                  72

                
	
                  SECTION
                    4.02.

                	
                  Priorities
                    of Distribution.

                	
                  73

                
	
                  SECTION
                    4.03.

                	
                  [Reserved].

                	
                  79

                
	
                  SECTION
                    4.04.

                	
                  [Reserved].

                	
                  79

                
	
                  SECTION
                    4.05.

                	
                  [Reserved].

                	
                  79

                
	
                  SECTION
                    4.06.

                	
                  Monthly
                    Statements to Certificateholders.

                	
                  79

                
	
                  SECTION
                    4.07.

                	
                  Determination
                    of Pass-Through Rates for COFI Certificates.

                	
                  79

                
	
                  SECTION
                    4.08.

                	
                  Determination
                    of Pass-Through Rates for LIBOR Certificates.

                	
                  80

                
	
                  SECTION
                    4.09.

                	
                  Determination
                    of MTA.

                	
                  82

                
	 	 	 
	
                  ARTICLE
                    V THE CERTIFICATES 

                
	 	 
	
                  SECTION
                    5.01.

                	
                  The
                    Certificates.

                	
                  83

                
	
                  SECTION
                    5.02.

                	
                  Certificate
                    Register; Registration of Transfer and Exchange of
                    Certificates.

                	
                  84

                
	
                  SECTION
                    5.03.

                	
                  Mutilated,
                    Destroyed, Lost or Stolen Certificates.

                	
                  89

                
	
                  SECTION
                    5.04.

                	
                  Persons
                    Deemed Owners.

                	
                  89

                
	
                  SECTION
                    5.05.

                	
                  Access
                    to List of Certificateholders’ Names and Addresses.

                	
                  89

                
	
                  SECTION
                    5.06.

                	
                  Maintenance
                    of Office or Agency.

                	
                  90

                
	
                  SECTION
                    5.07.

                	
                  Depositable
                    and Exchangeable Certificates.

                	
                  90

                
	 	 	 
	
                  ARTICLE
                    VI THE DEPOSITOR AND THE MASTER SERVICER 

                
	 	 
	
                  SECTION
                    6.01.

                	
                  Respective
                    Liabilities of the Depositor and the Master Servicer.

                	
                  93

                
	
                  SECTION
                    6.02.

                	
                  Merger
                    or Consolidation of the Depositor or the Master Servicer.

                	
                  93

                
	
                  SECTION
                    6.03.

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

                	
                  93

                
	
                  SECTION
                    6.04.

                	
                  Limitation
                    on Resignation of Master Servicer.

                	
                  94

                
	 	 	 
	
                  ARTICLE
                    VII DEFAULT 

                
	 	 
	
                  SECTION
                    7.01.

                	
                  Events
                    of Default.

                	
                  95

                
	
                  SECTION
                    7.02.

                	
                  Trustee
                    to Act; Appointment of Successor.

                	
                  97

                
	
                  SECTION
                    7.03.

                	
                  Notification
                    to Certificateholders.

                	
                  98

                


        

         

         

        
          
            
            

          

          
            ii

            
              

            

          

          
            
            

          

        

         

         

        
          	
                  ARTICLE
                    VIII CONCERNING THE TRUSTEE 

                
	 	 
	
                  SECTION
                    8.01.

                	
                  Duties
                    of Trustee.

                	
                  99

                
	
                  SECTION
                    8.02.

                	
                  Certain
                    Matters Affecting the Trustee.

                	
                  100

                
	
                  SECTION
                    8.03.

                	
                  Trustee
                    Not Liable for Certificates or Mortgage Loans.

                	
                  101

                
	
                  SECTION
                    8.04.

                	
                  Trustee
                    May Own Certificates.

                	
                  101

                
	
                  SECTION
                    8.05.

                	
                  Trustee’s
                    Fees and Expenses.

                	
                  101

                
	
                  SECTION
                    8.06.

                	
                  Eligibility
                    Requirements for Trustee.

                	
                  102

                
	
                  SECTION
                    8.07.

                	
                  Resignation
                    and Removal of Trustee.

                	
                  102

                
	
                  SECTION
                    8.08.

                	
                  Successor
                    Trustee.

                	
                  103

                
	
                  SECTION
                    8.09.

                	
                  Merger
                    or Consolidation of Trustee.

                	
                  104

                
	
                  SECTION
                    8.10.

                	
                  Appointment
                    of Co-Trustee or Separate Trustee.

                	
                  104

                
	
                  SECTION
                    8.11.

                	
                  Tax
                    Matters.

                	
                  106

                
	
                  SECTION
                    8.12.

                	
                  Monitoring
                    of Significance Percentage.

                	
                  108

                
	 	 	 
	
                  ARTICLE
                    IX TERMINATION 

                
	 	 
	
                  SECTION
                    9.01.

                	
                  Termination
                    upon Liquidation or Purchase of all Mortgage Loans.

                	
                  110

                
	
                  SECTION
                    9.02.

                	
                  Final
                    Distribution on the Certificates.

                	
                  111

                
	
                  SECTION
                    9.03.

                	
                  Additional
                    Termination Requirements.

                	
                  112

                
	 	 	 
	
                  ARTICLE
                    X MISCELLANEOUS PROVISIONS 

                
	 	 
	
                  SECTION
                    10.01.

                	
                  Amendment.

                	
                  113

                
	
                  SECTION
                    10.02.

                	
                  Recordation
                    of Agreement; Counterparts.

                	
                  114

                
	
                  SECTION
                    10.03.

                	
                  Governing
                    Law.

                	
                  115

                
	
                  SECTION
                    10.04.

                	
                  Intention
                    of Parties.

                	
                  115

                
	
                  SECTION
                    10.05.

                	
                  Notices.

                	
                  116

                
	
                  SECTION
                    10.06.

                	
                  Severability
                    of Provisions.

                	
                  118

                
	
                  SECTION
                    10.07.

                	
                  Assignment.

                	
                  118

                
	
                  SECTION
                    10.08.

                	
                  Limitation
                    on Rights of Certificateholders.

                	
                  118

                
	
                  SECTION
                    10.09.

                	
                  Inspection
                    and Audit Rights.

                	
                  119

                
	
                  SECTION
                    10.10.

                	
                  Certificates
                    Nonassessable and Fully Paid.

                	
                  119

                
	
                  SECTION
                    10.11.

                	
                  [Reserved].

                	
                  119

                
	
                  SECTION
                    10.12.

                	
                  Protection
                    of Assets.

                	
                  119

                
	
                  SECTION
                    10.13.

                	
                  Rights
                    of the NIM Insurer.

                	
                  119

                
	 	 	 
	
                  ARTICLE
                    XI EXCHANGE ACT REPORTING 

                
	 	 
	
                  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.

                	
                  122

                
	
                  SECTION
                    11.05.

                	
                  Sarbanes-Oxley
                    Certification.

                	
                  123

                
	
                  SECTION
                    11.06.

                	
                  Form
                    15 Filing.

                	
                  123

                
	
                  SECTION
                    11.07.

                	
                  Report
                    on Assessment of Compliance and Attestation.

                	
                  123

                
	
                  SECTION
                    11.08.

                	
                  Use
                    of Subservicers and Subcontractors.

                	
                  125

                


        

         

         

        
          
            
            

          

          
            iii

            
              

            

          

          
            
            

          

        

        
 

        
          	
                  SECTION
                    11.09.

                	
                  Amendments.

                	
                  126

                
	
                  SECTION
                    11.10.

                	
                  Reconciliation
                    of Accounts.

                	
                  126

                


        

        
          	 
	
                  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

                
	
                  Schedule
                    VII:

                	
                  Available
                    Exchanges of Depositable Certificates for Exchangeable
                    Certificates

                	
                   S-VII-1

                
	 	 	 
	
                  EXHIBITS 

                
	 	 
	
                  Exhibit
                    A:

                	
                  Form
                    of Senior Certificate (excluding Class A-R and Notional Amount
                    Certificates) and Exchangeable Certificate

                	
                  A-1

                
	
                  Exhibit
                    B:

                	
                  Form
                    of Subordinated Certificate

                	
                  B-1

                
	
                  Exhibit
                    C-1:

                	
                  Form
                    of Class A-R Certificate

                	
                  C-1-1

                
	
                  Exhibit
                    C-2:

                	
                  Form
                    of Class P Certificate

                	
                  C-2-1

                
	
                  Exhibit
                    C-3:

                	
                  Form
                    of Class C Certificate

                	
                  C-3-1

                
	
                  Exhibit
                    C-4:

                	
                  [Reserved]

                	
                  C-4-1

                
	
                  Exhibit
                    D:

                	
                  Form
                    of Notional Amount Certificate

                	
                  D-1

                
	
                  Exhibit
                    E:

                	
                  Form
                    of Reverse of Certificates

                	
                  E-1

                
	
                  Exhibit
                    F:

                	
                  Form
                    of Initial Certification of Trustee

                	
                  F-1

                
	
                  Exhibit
                    G:

                	
                  Form
                    of Delay Delivery Certification of Trustee

                	
                  G-1

                
	
                  Exhibit
                    H:

                	
                  Form
                    of Final Certification of Trustee

                	
                  H-1

                
	
                  Exhibit
                    I:

                	
                  Form
                    of Transfer Affidavit

                	
                  I-1

                
	
                  Exhibit
                    J-1:

                	
                  Form
                    of Transferor Certificate (Residual)

                	
                  J-1-1

                
	
                  Exhibit
                    J-2:

                	
                  Form
                    of Transferor Certificate (Private)

                	
                  J-2-1

                
	
                  Exhibit
                    K:

                	
                  Form
                    of Investment Letter (Non-Rule 144A)

                	
                  K-1

                
	
                  Exhibit
                    L-1:

                	
                  Form
                    of Rule 144A Letter

                	
                  L-1-1

                
	
                  Exhibit
                    L-2:

                	
                  Form
                    of ERISA Letter (Covered Certificates)

                	
                  L-2-1

                
	
                  Exhibit
                    M:

                	
                  Form
                    of Request for Release (for Trustee)

                	
                  M-1

                


        

         

        
          
            
            

          

          
            iv

            
              

            

          

          
            
            

          

        

         

        
          	
                  Exhibit
                    N:

                	
                  Form
                    of Request for Release of Documents (Mortgage Loan) Paid in Full,
                    Repurchased and Replaced)

                	
                  N-1

                
	
                  Exhibit
                    O:

                	
                  [Reserved]

                	
                  O-1

                
	
                  Exhibit
                    P:

                	
                  [Reserved]

                	
                  P-1

                
	
                  Exhibit
                    Q:

                	
                  Standard
                    & Poor’s LEVELS® Version 6.0 Glossary Revised, Appendix
                    E

                	
                  Q-1

                
	
                  Exhibit
                    R-1:

                	
                  Form
                    of Certificate Swap Contract

                	
                  R-1-1

                
	
                  Exhibit
                    R-2:

                	
                  Form
                    of Subordinated Certificate Swap Contract

                	
                  R-2-1

                
	
                  Exhibit
                    R-3:

                	
                  Form
                    of Subordinated Certificate Corridor Contract

                	
                  R-3-1

                
	
                  Exhibit
                    R-4:

                	
                  [Reserved]

                	
                  R-4-1

                
	
                  Exhibit
                    S-1:

                	
                  [Reserved]

                	
                  S-1-1

                
	
                  Exhibit
                    S-2:

                	
                  [Reserved]

                	
                  S-2-1

                
	
                  Exhibit
                    T:

                	
                  Form
                    of Officer’s Certificate with respect to Prepayments.

                	
                  T-1

                
	
                  Exhibit
                    U:

                	
                  Form
                    of Monthly Statement

                	
                  U-1

                
	
                  Exhibit
                    V-1:

                	
                  Form
                    of Performance Certification (Subservicer)

                	
                  V-1-1

                
	
                  Exhibit
                    V-2:

                	
                  Form
                    of Performance Certification (Trustee)

                	
                  V-2-1

                
	
                  Exhibit
                    W:

                	
                  Form
                    of Servicing Criteria to be Addressed in Assessment of Compliance
                    Statement

                	
                  W-1

                
	
                  Exhibit
                    X:

                	
                  List
                    of Item 1119 Parties

                	
                  X-1

                
	
                  Exhibit
                    Y:

                	
                  Form
                    of Sarbanes-Oxley Certification (Replacement of Master
                    Servicer)

                	
                  Y-1

                
	
                  Exhibit
                    Z-1:

                	
                  Written
                    Consent of Depository Participant to the Amended and Restated
                    Pooling and
                    Servicing Agreement

                	
                  Z-1-1

                
	
                  Exhibit
                    Z-2:

                	
                  Rating
                    Agencies No Downgrade Withdrawal Letters

                	
                  Z-2-1

                


        

        


        
          
            
              
              

            

            
              v

              
                

              

            

            
              
              

            

          

        

         

        
          THIS
            AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT, dated as of July
            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

           

          WHEREAS,
            the Depositor, Countrywide, Park Granada, Park Monaco, Park Sienna, the
            Master
            Servicer and the Trustee entered into a Pooling and Servicing Agreement
            dated as
            of July 1, 2007 in connection with the issuance of the Alternative Loan
            Trust
            CWALT 2007-HY9, Mortgage Pass-Through Certificates, Series 2007-HY9 (the
            “Original Agreement”);

           

          WHEREAS,
            the Underwriter, as beneficial owner of a 100% Percentage Interest in
            the Class
            A-1 Certificates, requested that the Depositor direct the Supplemental
            Interest
            Trustee to enter into a termination agreement with the Put Counterparty
            (as
            defined in the Original Agreement) to terminate the Put Contract (as
            defined in
            the Original Agreement) and the Supplemental Interest Trustee and the
            Put
            Counterparty (as defined in the Original Agreement) entered into a termination
            agreement, dated September 1, 2007, that terminated the Put Contract
            (as defined
            in the Original Agreement) and provided that neither the Supplemental
            Interest
            Trustee nor the Put Counterparty (as defined in the Original Agreement)
            would
            owe a Put Termination Payment (as defined in the Original Agreement)
            in
            connection with such termination;

           

          WHEREAS,
            the Underwriter, as beneficial owner of a 100% Percentage Interest in
            the Class
            A-1 Certificates, requests that the Original Agreement be amended to
            provide:
            (i) that the Class A-1 Certificates be a publicly registered Class of
            Certificates, (ii) for the issuance of two additional Classes of Certificates
            designated as the Class A-2 and Class A-3 Certificates, (iii) that the
            Class A-1
            Certificates be exchangeable for the Class A-2 and Class A-3 Certificates
            and
            (iv) that any Applied Realized Loss Amounts that would otherwise be allocated
            to
            the Class A-2 Certificates would instead be allocated to the Class A-3
            Certificates, until its Class Certificate Balance is reduced to
            zero;

           

          WHEREAS,
            the Depositor, Countrywide, Park Granada, Park Monaco, Park Sienna, the
            Master
            Servicer and the Trustee desire to amend the Original Agreement pursuant
            to the
            request of the Underwriter, as beneficial owner of a 100% Percentage
            Interest in
            the Class A-1 Certificates;

           

          WHEREAS,
            the Class A-1 Certificates is the only Class of Certificates affected
            by such
            amendment to the Original Agreement;

           

          WHEREAS,
            the second paragraph of Section 10.01 of the Original Agreement provides
            that
            the Original Agreement may be amended by the Depositor, each Seller,
            the Master
            Servicer 

           

          
            
              
              

            

            
              1

              
                

              

            

            
              
              

            

          

           

          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 the Original
            Agreement or of modifying in any manner the rights of the Holders of
            Certificates; provided, however, that no such amendment shall 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;

           

          WHEREAS,
            a Depository Participant representing in the aggregate a Percentage Interest
            of
            not less than 100% of the Class A-1 Certificates, acting (i) pursuant
            to
            authority conferred upon them by the Depository as of September 25, 2007,
            as the
            Holder of such Certificates, and (ii) in accordance with direction received
            from
            either (a) the Certificate Owners of such Certificates or (b) one or
            more
            financial intermediaries acting at the direction of the Certificate Owners
            of
            such Certificates, has consented to the adoption of this Agreement (a
            signed
            original of the action of each such party being attached hereto as Exhibit
            Z-1);

           

          WHEREAS,
            the Depositor has received a letter from each Rating Agency, copies of
            which are
            attached hereto as Exhibit Z-2, confirming that this Agreement will not
            result
            in a downgrade or withdrawal of the respective ratings assigned to the
            Certificates on the Closing Date; and

           

          WHEREAS,
            the Depositor has delivered to the Trustee an Opinion of Counsel in accordance
            with the fourth and seventh paragraphs of Section 10.01 of the Original
            Agreement;

           

          NOW,
            THEREFORE, 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. The Trust Fund (excluding the Carryover
            Reserve
            Fund) for federal income tax purposes will consist of three REMICs (the
“Swap-IO
            REMIC,” the “Strip REMIC” and the “Master REMIC”) and the Senior-Subordinate
            Trust.  Each Certificate, other than the Class A-1, Class A-2, Class
            A-3 and Class A-R Certificates, will represent ownership of one or more
            regular
            interests in the Master REMIC for purposes of the REMIC
            Provisions.  The Class A-1, Class A-2 and Class A-3 Certificates will
            represent interests in the Senior-Subordinate Trust.  The
            Senior-Subordinate Trust will hold the uncertificated Class A-1 Master
            REMIC
            Interest.  The Class A-R Certificate will represent ownership of the
            sole class of residual interest in each of the Swap-IO REMIC, the Strip
            REMIC
            and the Master REMIC.  The Master REMIC will hold as assets the
            several classes of uncertificated Strip REMIC Interests (other than the
            STR-A-R
            Interest).  Each Strip REMIC Interest (other than the STR-A-R
            Interest) is hereby designated as a regular interest in the Strip
            REMIC.  The Strip REMIC will hold as assets the several classes of
            uncertificated Swap-IO REMIC Interests (other than the SWR-A-R Interest).
            Each
            Swap-IO REMIC Interest (other than the SWR-A-R Interest) is hereby designated
            as
            a regular interest in the Swap-IO REMIC.  The Swap-IO REMIC will hold
            as assets all property of the Trust Fund (excluding the Carryover Reserve
            Fund).  The latest possible maturity date of all REMIC regular
            interests created in this Agreement shall be the Latest Possible Maturity
            Date.

           

          
            
              
              

            

            
              2

              
                

              

            

            
              
              

            

          

           

          The
            Supplemental Interest Trust, the Senior-Subordinate Trust, the Exchangeable
            Certificates Distribution Account, the Derivative Agreements and the
            Derivative
            Accounts will not constitute any part of any REMIC.

           

          SENIOR-SUBORDINATE
            TRUST

           

          The
            following table sets forth the characteristics of the Senior-Subordinate
            Trust
            Certificates, together with the minimum denominations and integral multiples
            in
            excess thereof in which such Certificates shall be issuable.

           

          
            	
                    Class
                      Designation

                  	
                    Initial
                      Maximum

                    Class
                      Certificate

                    Balance

                  	
                    Pass-Through
                      Rate

                    (per
                      annum)

                  	
                    Minimum
                      

                    Denomination

                  	
                    Integral
                      Multiples

                    in
                      Excess

                    of
                      Minimum

                  
	
                    Class
                      A-1

                  	
                    $537,436,000
                      (1)

                  	
                    (2)

                  	
                    $25,000

                  	
                    $1

                  
	
                    Class
                      A-2

                  	
                    $483,692,000
                      (1)

                  	
                    (2)

                  	
                    $25,000

                  	
                    $1

                  
	
                    Class
                      A-3

                  	
                    $53,744,000
                      (1)

                  	
                    (2)

                  	
                    $25,000

                  	
                    $1

                  


          

           

          (1)
            See
            Schedule VII for information regarding the Combination of the Depositable
            and
            Exchangeable Certificates related to the uncertificated Class A-1 Master
            REMIC
            Interest.

           

          (2)
            This
            Class of Certificates will accrue interest at the related Pass-Through
            Rates
            identified in this Agreement.

           

          
            
              
              

            

            
              3

              
                

              

            

            
              
              

            

          


          SWAP-IO
            REMIC:

           

          The
            Swap-IO REMIC Interests will have the principal balances and pass-through
            rates
            as set forth below:

           

          
            	
                    SWAP-IO
                      REMIC Interests

                  	 	
                    Initial
                      Principal Balance(1)

                  	 	
                    Pass-Through
                      Rate

                  
	 	 	 	 	 
	
                    SWR-2A

                  	 	
                     $    2,454,515.53

                  	 	
                    (2)

                  
	
                    SWR-2B

                  	 	
                     $    2,454,515.53

                  	 	
                    (3)

                  
	
                    SWR-3A

                  	 	
                     $    2,729,682.75

                  	 	
                    (2)

                  
	
                    SWR-3B

                  	 	
                     $    2,729,682.75

                  	 	
                    (3)

                  
	
                    SWR-4A

                  	 	
                     $    2,996,801.00

                  	 	
                    (2)

                  
	
                    SWR-4B

                  	 	
                     $    2,996,801.00

                  	 	
                    (3)

                  
	
                    SWR-5A

                  	 	
                     $    3,254,351.83

                  	 	
                    (2)

                  
	
                    SWR-5B

                  	 	
                     $    3,254,351.83

                  	 	
                    (3)

                  
	
                    SWR-6A

                  	 	
                     $    3,500,843.97

                  	 	
                    (2)

                  
	
                    SWR-6B

                  	 	
                     $    3,500,843.97

                  	 	
                    (3)

                  
	
                    SWR-7A

                  	 	
                     $    3,734,826.89

                  	 	
                    (2)

                  
	
                    SWR-7B

                  	 	
                     $    3,734,826.89

                  	 	
                    (3)

                  
	
                    SWR-8A

                  	 	
                     $    3,954,904.57

                  	 	
                    (2)

                  
	
                    SWR-8B

                  	 	
                     $    3,954,904.57

                  	 	
                    (3)

                  
	
                    SWR-9A

                  	 	
                     $    4,159,370.56

                  	 	
                    (2)

                  
	
                    SWR-9B

                  	 	
                     $    4,159,370.56

                  	 	
                    (3)

                  
	
                    SWR-10A

                  	 	
                     $    4,337,235.64

                  	 	
                    (2)

                  
	
                    SWR-10B

                  	 	
                     $    4,337,235.64

                  	 	
                    (3)

                  
	
                    SWR-11A

                  	 	
                     $    4,493,089.87

                  	 	
                    (2)

                  
	
                    SWR-11B

                  	 	
                     $    4,493,089.87

                  	 	
                    (3)

                  
	
                    SWR-12A

                  	 	
                     $    4,436,281.90

                  	 	
                    (2)

                  
	
                    SWR-12B

                  	 	
                     $    4,436,281.90

                  	 	
                    (3)

                  
	
                    SWR-13A

                  	 	
                     $    4,279,090.11

                  	 	
                    (2)

                  
	
                    SWR-13B

                  	 	
                     $    4,279,090.11

                  	 	
                    (3)

                  
	
                    SWR-14A

                  	 	
                     $    4,127,548.74

                  	 	
                    (2)

                  
	
                    SWR-14B

                  	 	
                     $    4,127,548.74

                  	 	
                    (3)

                  
	
                    SWR-15A

                  	 	
                     $    3,981,452.07

                  	 	
                    (2)

                  
	
                    SWR-15B

                  	 	
                     $    3,981,452.07

                  	 	
                    (3)

                  
	
                    SWR-16A

                  	 	
                     $    3,840,602.03

                  	 	
                    (2)

                  
	
                    SWR-16B

                  	 	
                     $    3,840,602.03

                  	 	
                    (3)

                  
	
                    SWR-17A

                  	 	
                     $    3,704,807.77

                  	 	
                    (2)

                  
	
                    SWR-17B

                  	 	
                     $    3,704,807.77

                  	 	
                    (3)

                  
	
                    SWR-18A

                  	 	
                     $    3,573,885.49

                  	 	
                    (2)

                  
	
                    SWR-18B

                  	 	
                     $    3,573,885.49

                  	 	
                    (3)

                  
	
                    SWR-19A

                  	 	
                     $    3,447,658.15

                  	 	
                    (2)

                  
	
                    SWR-19B

                  	 	
                     $    3,447,658.15

                  	 	
                    (3)

                  
	
                    SWR-20A

                  	 	
                     $    3,325,955.18

                  	 	
                    (2)

                  
	
                    SWR-20B

                  	 	
                     $    3,325,955.18

                  	 	
                    (3)

                  
	
                    SWR-21A

                  	 	
                     $    3,208,612.31

                  	 	
                    (2)

                  
	
                    SWR-21B

                  	 	
                     $    3,208,612.31

                  	 	
                    (3)

                  
	
                    SWR-22A

                  	 	
                     $    3,095,471.29

                  	 	
                    (2)

                  


          

          



          
            
              
              

            

            
              4

              
                

              

            

            
              
              

            

          


          


          
            	
                    SWAP-IO
                      REMIC Interests

                  	 	
                    Initial
                      Principal Balance(1)

                  	 	
                    Pass-Through
                      Rate

                  
	 	 	 	 	 
	
                    SWR-22B

                  	 	
                     $    3,095,471.29

                  	 	
                    (3)

                  
	
                    SWR-23A

                  	 	
                     $    2,986,379.66

                  	 	
                    (2)

                  
	
                    SWR-23B

                  	 	
                     $    2,986,379.66

                  	 	
                    (3)

                  
	
                    SWR-24A

                  	 	
                     $    2,881,190.60

                  	 	
                    (2)

                  
	
                    SWR-24B

                  	 	
                     $    2,881,190.60

                  	 	
                    (3)

                  
	
                    SWR-25A

                  	 	
                     $    2,779,762.62

                  	 	
                    (2)

                  
	
                    SWR-25B

                  	 	
                     $    2,779,762.62

                  	 	
                    (3)

                  
	
                    SWR-26A

                  	 	
                     $    2,681,959.46

                  	 	
                    (2)

                  
	
                    SWR-26B

                  	 	
                     $    2,681,959.46

                  	 	
                    (3)

                  
	
                    SWR-27A

                  	 	
                     $    2,587,649.83

                  	 	
                    (2)

                  
	
                    SWR-27B

                  	 	
                     $    2,587,649.83

                  	 	
                    (3)

                  
	
                    SWR-28A

                  	 	
                     $    2,496,707.24

                  	 	
                    (2)

                  
	
                    SWR-28B

                  	 	
                     $    2,496,707.24

                  	 	
                    (3)

                  
	
                    SWR-29A

                  	 	
                     $    2,409,009.89

                  	 	
                    (2)

                  
	
                    SWR-29B

                  	 	
                     $    2,409,009.89

                  	 	
                    (3)

                  
	
                    SWR-30A

                  	 	
                     $    2,324,440.37

                  	 	
                    (2)

                  
	
                    SWR-30B

                  	 	
                     $    2,324,440.37

                  	 	
                    (3)

                  
	
                    SWR-31A

                  	 	
                     $    2,242,885.58

                  	 	
                    (2)

                  
	
                    SWR-31B

                  	 	
                     $    2,242,885.58

                  	 	
                    (3)

                  
	
                    SWR-32A

                  	 	
                     $    2,164,236.61

                  	 	
                    (2)

                  
	
                    SWR-32B

                  	 	
                     $    2,164,236.61

                  	 	
                    (3)

                  
	
                    SWR-33A

                  	 	
                     $    2,088,388.48

                  	 	
                    (2)

                  
	
                    SWR-33B

                  	 	
                     $    2,088,388.48

                  	 	
                    (3)

                  
	
                    SWR-34A

                  	 	
                     $    2,015,240.05

                  	 	
                    (2)

                  
	
                    SWR-34B

                  	 	
                     $    2,015,240.05

                  	 	
                    (3)

                  
	
                    SWR-35A

                  	 	
                     $    1,944,693.90

                  	 	
                    (2)

                  
	
                    SWR-35B

                  	 	
                     $    1,944,693.90

                  	 	
                    (3)

                  
	
                    SWR-36A

                  	 	
                     $    1,876,656.16

                  	 	
                    (2)

                  
	
                    SWR-36B

                  	 	
                     $    1,876,656.16

                  	 	
                    (3)

                  
	
                    SWR-37A

                  	 	
                     $    1,811,036.37

                  	 	
                    (2)

                  
	
                    SWR-37B

                  	 	
                     $    1,811,036.37

                  	 	
                    (3)

                  
	
                    SWR-38A

                  	 	
                     $    1,747,747.40

                  	 	
                    (2)

                  
	
                    SWR-38B

                  	 	
                     $    1,747,747.40

                  	 	
                    (3)

                  
	
                    SWR-39A

                  	 	
                     $    1,686,705.28

                  	 	
                    (2)

                  
	
                    SWR-39B

                  	 	
                     $    1,686,705.28

                  	 	
                    (3)

                  
	
                    SWR-40A

                  	 	
                     $    1,998,648.50

                  	 	
                    (2)

                  
	
                    SWR-40B

                  	 	
                     $    1,998,648.50

                  	 	
                    (3)

                  
	
                    SWR-41A

                  	 	
                     $    2,000,630.99

                  	 	
                    (2)

                  
	
                    SWR-41B

                  	 	
                     $    2,000,630.99

                  	 	
                    (3)

                  
	
                    SWR-42A

                  	 	
                     $    1,937,520.38

                  	 	
                    (2)

                  
	
                    SWR-42B

                  	 	
                     $    1,937,520.38

                  	 	
                    (3)

                  
	
                    SWR-43A

                  	 	
                     $    1,876,513.98

                  	 	
                    (2)

                  
	
                    SWR-43B

                  	 	
                     $    1,876,513.98

                  	 	
                    (3)

                  
	
                    SWR-44A

                  	 	
                     $    1,817,538.79

                  	 	
                    (2)

                  


          

          



          
            
              
              

            

            
              5

              
                

              

            

            
              
              

            

          


          


          
            	
                    SWAP-IO
                      REMIC Interests

                  	 	
                    Initial
                      Principal Balance(1)

                  	 	
                    Pass-Through
                      Rate

                  
	 	 	 	 	 
	
                    SWR-44B

                  	 	
                     $    1,817,538.79

                  	 	
                    (3)

                  
	
                    SWR-45A

                  	 	
                     $    1,760,524.46

                  	 	
                    (2)

                  
	
                    SWR-45B

                  	 	
                     $    1,760,524.46

                  	 	
                    (3)

                  
	
                    SWR-46A

                  	 	
                     $    1,705,403.08

                  	 	
                    (2)

                  
	
                    SWR-46B

                  	 	
                     $    1,705,403.08

                  	 	
                    (3)

                  
	
                    SWR-47A

                  	 	
                     $    1,652,109.19

                  	 	
                    (2)

                  
	
                    SWR-47B

                  	 	
                     $    1,652,109.19

                  	 	
                    (3)

                  
	
                    SWR-48A

                  	 	
                     $    1,600,579.66

                  	 	
                    (2)

                  
	
                    SWR-48B

                  	 	
                     $    1,600,579.66

                  	 	
                    (3)

                  
	
                    SWR-49A

                  	 	
                     $    1,550,753.59

                  	 	
                    (2)

                  
	
                    SWR-49B

                  	 	
                     $    1,550,753.59

                  	 	
                    (3)

                  
	
                    SWR-50A

                  	 	
                     $    1,502,572.26

                  	 	
                    (2)

                  
	
                    SWR-50B

                  	 	
                     $    1,502,572.26

                  	 	
                    (3)

                  
	
                    SWR-51A

                  	 	
                     $    1,455,979.05

                  	 	
                    (2)

                  
	
                    SWR-51B

                  	 	
                     $    1,455,979.05

                  	 	
                    (3)

                  
	
                    SWR-52A

                  	 	
                     $    1,410,919.30

                  	 	
                    (2)

                  
	
                    SWR-52B

                  	 	
                     $    1,410,919.30

                  	 	
                    (3)

                  
	
                    SWR-53A

                  	 	
                     $    1,367,340.34

                  	 	
                    (2)

                  
	
                    SWR-53B

                  	 	
                     $    1,367,340.34

                  	 	
                    (3)

                  
	
                    SWR-54A

                  	 	
                     $    1,325,191.33

                  	 	
                    (2)

                  
	
                    SWR-54B

                  	 	
                     $    1,325,191.33

                  	 	
                    (3)

                  
	
                    SWR-55A

                  	 	
                     $    1,284,423.24

                  	 	
                    (2)

                  
	
                    SWR-55B

                  	 	
                     $    1,284,423.24

                  	 	
                    (3)

                  
	
                    SWR-56A

                  	 	
                     $    1,244,988.79

                  	 	
                    (2)

                  
	
                    SWR-56B

                  	 	
                     $    1,244,988.79

                  	 	
                    (3)

                  
	
                    SWR-57A

                  	 	
                     $    1,206,842.34

                  	 	
                    (2)

                  
	
                    SWR-57B

                  	 	
                     $    1,206,842.34

                  	 	
                    (3)

                  
	
                    SWR-58A

                  	 	
                     $    1,169,930.29

                  	 	
                    (2)

                  
	
                    SWR-58B

                  	 	
                     $    1,169,930.29

                  	 	
                    (3)

                  
	
                    SWR-59A

                  	 	
                     $    1,134,436.61

                  	 	
                    (2)

                  
	
                    SWR-59B

                  	 	
                     $    1,134,436.61

                  	 	
                    (3)

                  
	
                    SWR-60A

                  	 	
                     $  38,212,578.87

                  	 	
                    (2)

                  
	
                    SWR-60B

                  	 	
                     $  38,212,578.87

                  	 	
                    (3)

                  
	
                    SWR-Support

                  	 	
                    (4)        
                      

                  	 	
                    (5)

                  
	
                    SWR-P

                  	 	
                                 
                      $100.00

                  	 	
                    (6)

                  
	
                    SWR-X-IO

                  	 	
                    (7)         
                      

                  	 	
                    (7)

                  
	
                    SW-A-R

                  	 	
                    (8)        

                  	 	
                    (8)

                  


          

          _______________

           

          
            	
                    (1)

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

                  


          

           

          
            
              
              

            

            
              6

              
                

              

            

            
              
              

            

          

           

          
            	
                    (2)

                  	
                    On
                      and after the 2nd Distribution Date and on and until the 60th
                      Distribution
                      Date, a rate equal to twice the Pool Tax Cap less 10.80% per
                      annum but not
                      less 0%.  On the first Distribution Date and on and after the
                      61st Distribution Date, a rate equal to the Pool Tax Cap.  The
                      “Pool Tax Cap” means the weighted average of the Adjusted Net Mortgage
                      Rates of all the Mortgage Loans.  For this purpose, the Adjusted
                      Net Mortgage Rate shall be determined by first reducing the
                      interest
                      payable on each Sub-Group X Mortgage Loan by (i) 0.65% per
                      annum on any
                      Distribution Date on or prior to the Distribution Date in July
                      2017 and
                      (ii) 1.65% per annum on any Distribution Date after the Distribution
                      Date
                      in July 2017.

                  


          

           

          
            	
                    (3)

                  	
                    On
                      and after the 2nd Distribution Date and on and until the 60th
                      Distribution
                      Date, a rate equal to the lesser of (i) 10.80% per annum and
                      (ii) twice
                      the Pool Tax Cap.  On the first Distribution Date and on and
                      after the 61st Distribution Date, a rate equal to the Pool
                      Tax
                      Cap.

                  


          

           

          
            	
                    (4)

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

                  


          

           

          
            	
                    (5)

                  	
                    A
                      rate equal to the Pool Tax Cap.

                  


          

           

          
            	
                    (6)

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

                  


          

           

          
            	
                    (7)

                  	
                    The
                      SWR-X-IO Interest shall be entitled to a specific portion of
                      the interest
                      payable on each Sub-Group X Mortgage Loan.  Specifically, the
                      SWR-X-IO Interest shall be entitled to a specific portion of
                      the interest
                      payable on the Stated Principal Balance of each Sub-Group X
                      Mortgage Loan
                      as of the Due Date in the month preceding the month of that
                      Distribution
                      Date (after giving effect to Principal Prepayments in the Prepayment
                      Period related to that prior Due Date) at a per annum rate
                      equal to (i)
                      0.65% on any Distribution Date on or prior to the Distribution
                      Date in
                      July 2017 and (ii) 1.65% on any Distribution Date after the
                      Distribution
                      Date in July 2017.

                  


          

           

          
            	
                    (8)

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

                  


          

           

          On
            each
            Distribution Date, the Available Funds shall be payable with respect
            to the
            Swap-IO REMIC Interests in the following manner:

           

          
            
              
              

            

            
              7

              
                

              

            

            
              
              

            

          

           

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

           

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

           

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

          
             

            STRIP
              REMIC:

             

          

          The
            Strip
            REMIC Regular Interests will have the principal balances, pass-through
            rates and
            corresponding Classes of Certificates as set forth in the following
            table:

           

          
            	
                    STRIP
                      REMIC 

                    Interests

                  	
                    Initial
                      Principal

                    Balance

                  	
                    Pass-Through

                    Rate

                  	
                    Corresponding
                      Class

                    of
                      Certificates

                  
	
                    STR-A-1

                  	
                    (1)

                  	
                    (2)

                  	
                    Class
                      A-1

                  
	
                    STR-M-1

                  	
                    (1)

                  	
                    (2)

                  	
                    Class
                      M-1

                  
	
                    STR-M-2

                  	
                    (1)

                  	
                    (2)

                  	
                    Class
                      M-2

                  
	
                    STR-M-3

                  	
                    (1)

                  	
                    (2)

                  	
                    Class
                      M-3

                  
	
                    STR-M-4

                  	
                    (1)

                  	
                    (2)

                  	
                    Class
                      M-4

                  
	
                    STR-M-5

                  	
                    (1)

                  	
                    (2)

                  	
                    Class
                      M-5

                  
	
                    STR-M-6

                  	
                    (1)

                  	
                    (2)

                  	
                    Class
                      M-6

                  
	
                    STR-M-7

                  	
                    (1)

                  	
                    (2)

                  	
                    Class
                      M-7

                  
	
                    STR-M-8

                  	
                    (1)

                  	
                    (2)

                  	
                    Class
                      M-8

                  
	
                    STR-M-9

                  	
                    (1)

                  	
                    (2)

                  	
                    Class
                      M-9

                  
	
                    STR-M-10

                  	
                    (1)

                  	
                    (2)

                  	
                    Class
                      M-10

                  
	
                    STR-M-11

                  	
                    (1)

                  	
                    (2)

                  	
                    Class
                      M-11

                  
	
                    STR-M-12

                  	
                    (1)

                  	
                    (2)

                  	
                    Class
                      M-12

                  
	
                    STR-$100

                  	
                    $100

                  	
                    (3)

                  	
                    Class
                      A-R

                  
	
                    STR-C-OC

                  	
                    (4)

                  	
                    (2)

                  	
                    N/A

                  
	
                    STR-C-Swap-IO

                  	
                    (5)

                  	
                    (5)

                  	
                    N/A

                  
	
                    STR-X-IO

                  	
                    (6)

                  	
                    (6)

                  	
                    N/A

                  
	
                    STR-P

                  	
                    $100

                  	
                    (7)

                  	
                    P

                  
	
                    STR-A-R

                  	
                    (8)

                  	
                    (8)

                  	
                    N/A

                  


          

          _______________

           

          
            	
                    (1)

                  	
                    This
                      Strip REMIC Interest has a principal balance that is initially
                      equal to
                      100% of its corresponding Certificate Class issued by the Master
                      REMIC.  Principal payments, both scheduled and prepaid, Realized
                      Losses and Subsequent Recoveries attributable to the SWAP-IO
                      REMIC
                      Interests held by the Strip REMIC will be allocated to this
                      class to
                      maintain its size relative to its corresponding Certificate
                      Class.

                  


          

           

          
            	
                    (2)

                  	
                    On
                      each Distribution Date, the pass through rate will equal the
“Strip REMIC
                      Cap.”  The Strip REMIC Cap will equal the weighted average of
                      the pass through rates of the Swap-IO REMIC Interests (other
                      than the
                      Class SWR-P, Class SWR-X-IO and Class
                      SWR-A-

                  


          

           

          
            
              
              

            

            
              8

              
                

              

            

            
              
              

            

          

           

          
            	 	R
                    Interests) treating each “B” Interest the cardinal number of which (for
                    example, SWR-2B, SWR-3B, SWR-4B, etc.) is not less than the ordinal
                    number
                    of the Distribution Date (second Distribution Date, third Distribution
                    Date, fourth Distribution Date, etc.) as capped at a rate equal
                    to the
                    product of (i) 2 and (ii) LIBOR.


            	 	 


            	
                    (3)

                  	
                    This
                      Strip REMIC Interest pays no
                      interest.

                  


          

           

          
            	
                    (4)

                  	
                    This
                      Strip REMIC Interest has a principal balance that is initially
                      equal to
                      100% of the Overcollateralized Amount.  Principal payments, both
                      scheduled and prepaid, Realized Losses and Subsequent Recoveries
                      attributable to the Swap-IO REMIC Interests held by the Strip
                      REMIC will
                      be allocated to this class to maintain its size relative to
                      the
                      Overcollateralized Amount.

                  


          

           

          
            	
                    (5)

                  	
                    For
                      each Distribution Date, the STR-C-Swap-IO Interest is entitled
                      to receive
                      from each Swap REMIC “B” Interest the cardinal number of which (for
                      example, SWR-2B, SWR-3B, SWR-4B, etc.) is not less than the
                      ordinal number
                      of the Distribution Date (second Distribution Date, third Distribution
                      Date, fourth Distribution Date, etc.) the interest accruing
                      on such
                      interest in excess of a per annum rate equal to the product
                      of (i) 2 and
                      (ii) LIBOR.

                  


          

           

          
            	
                    (6)

                  	
                    The
                      STR-X-IO Interest is entitled to all amounts payable with respect
                      to the
                      SWR-X-IO Interest.

                  


          

           

          
            	
                    (7)

                  	
                    The
                      STR-P Interest is entitled to all amounts payable with respect
                      to the
                      SWR-P Interest.  It pays no
                      interest.

                  


          

           

          
            	
                    (8)

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

                  


          

           

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

           

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

           

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

           

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

           

          
            
              
              

            

            
              9

              
                

              

            

            
              
              

            

          

           

          Master
            REMIC:

           

          The
            Master REMIC Interests will have the original class principal or certificate
            balances and Pass-Through Rates as set forth in the following
            table:

           

          
            	
                    Class

                  	
                    Original
                      Class Principal

                    or
                      Certificate Balance

                  	
                    Pass-Through
                      Rate

                  
	
                    Class
                      A-1

                  	
                    $537,436,000
                      (1)

                  	
                    (2)

                  
	
                    Class
                      X

                  	
                    $191,565,602
                      (3)

                  	
                    (2)

                  
	
                    Class
                      M-1

                  	
                    $13,363,000

                  	
                    (2)

                  
	
                    Class
                      M-2

                  	
                    $4,939,000

                  	
                    (2)

                  
	
                    Class
                      M-3

                  	
                    $3,486,000

                  	
                    (2)

                  
	
                    Class
                      M-4

                  	
                    $2,905,000

                  	
                    (2)

                  
	
                    Class
                      M-5

                  	
                    $2,034,000

                  	
                    (2)

                  


          

          
            	
                    Class
                      M-6

                  	
                    $2,033,000

                  	
                    (2)

                  
	
                    Class
                      M-7

                  	
                    $2,034,000

                  	
                    (2)

                  
	
                    Class
                      M-8

                  	
                    $2,033,000

                  	
                    (2)

                  
	
                    Class
                      M-9

                  	
                    $2,034,000

                  	
                    (2)

                  
	
                    Class
                      M-10

                  	
                    $2,033,000

                  	
                    (2)

                  
	
                    Class
                      M-11

                  	
                    $2,034,000

                  	
                    (2)

                  
	
                    Class
                      M-12

                  	
                    $2,614,000

                  	
                    (2)

                  
	
                    Class
                      C

                  	
                    (4)

                  	
                    (5)

                  
	
                    Class
                      P

                  	
                    $100

                  	
                    (6)

                  
	
                    Class
                      A-R

                  	
                    $100

                  	
                    (7)

                  


          

          _______________

           

          
            	
                    (1)

                  	
                    The
                      Class A-1 Master Interest will be an uncertificated REMIC regular
                      interest
                      that is held by the Senior-Subordinate
                      Trust.

                  


          

           

          
            	
                    (2)

                  	
                    This
                      Class of Certificates will accrue interest at the related Pass-Through
                      Rates identified in this Agreement.  For federal income tax
                      purposes, including the computation of the Class C Distributable
                      Amount
                      and entitlement to Net Rate Carryover, the Pass-Through Rate
                      in respect of
                      each Senior Certificate (other than the Class X and Class A-R
                      Certificates) and Subordinated Certificate will be subject
                      to a cap equal
                      to the Strip REMIC Cap rather than the Net Rate
                      Cap.

                  


          

           

          
            	
                    (3)

                  	
                    This
                      Class of Certificates will be a Class of Notional Amount Master
                      REMIC
                      Interest, will have no principal balance and will bear interest
                      on its
                      Notional Amount.  The Class X Master REMIC Interest is entitled
                      to all amounts payable with respect to the STR-X-IO
                      Interest.

                  


          

           

          
            	
                    (4)

                  	
                    For
                      federal income tax purposes, the Class C Certificates will
                      be treated as
                      having a Class Certificate Balance equal to the Overcollateralized
                      Amount.

                  


          

           

          
            
              
              

            

            
              10

              
                

              

            

            
              
              

            

          

           

          
            	
                    (5)

                  	
                    For
                      each Accrual Period, the Class C Certificates are entitled
                      to an amount
                      (the “Class C Distributable Amount”) equal to the sum of (a) the interest
                      payable on the STR-C-Swap-IO Interest, (b) the interest payable
                      on the
                      STR-C-OC Interest and (c) a specified portion of the interest
                      payable on
                      the Strip REMIC Regular Interests (other than the STR-$100,
                      STR-C-OC,
                      STR-P, STR-X-IO and STR-C-Swap-IO Interests) equal to the excess
                      of the
                      Pool Tax Cap over the weighted average interest rate of the
                      Strip REMIC
                      Regular Interests (other than the STR-$100, STR-C and STR-P
                      Interests)
                      with each such Class subject to a cap and a floor equal to
                      the
                      Pass-Through Rate of the Corresponding Master REMIC Class.  The
                      pass-through rate of the Class C Certificates shall be a rate
                      sufficient
                      to entitle it to an amount equal to all interest accrued on
                      the Mortgage
                      Loans less the interest accrued on the other interests issued
                      by the
                      Master REMIC.  The Class C Distributable Amount for any
                      Distribution Date is payable from current interest on the Mortgage
                      Loans
                      and any Overcollateralization Reduction Amount for that Distribution
                      Date.

                  


          

           

          
            	
                    (6)

                  	
                    For
                      each Distribution Date the Class P Certificates are entitled
                      to all
                      Prepayment Charges distributed with respect to the STR-P
                      Interest.

                  


          

           

          
            	
                    (7)

                  	
                    The
                      Class A-R Certificates represent the sole class of residual
                      interest in
                      each REMIC created hereunder.  The Class A-R Certificates are
                      not entitled to distributions of
                      interest.

                  


          

           

          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 REMIC regular
            interests, 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 flows pursuant to this Agreement
            except
            as provided in Section 4.02(b) hereunder.


          
            
              
              

            

            
              11

              
                

              

            

            
              
              

            

          

          


          Set
            forth
            below are designations of Classes or Components of Certificates and other
            defined terms 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.

                  
	 	 
	
                    COFI
                      Certificates.

                  	
                    None.

                  
	 	 
	
                    Component
                      Certificates

                  	
                    None.

                  
	 	 
	
                    Components

                  	
                    None.

                  
	 	 
	
                    Delay
                      Certificates.

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

                  
	 	 
	
                    Depositable
                      Certificates

                  	
                    Class
                      A-1 Certificates.

                  
	 	 
	
                    ERISA-Restricted
                      Certificates

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

                  
	 	 
	
                    Exchangeable
                      Certificates

                  	
                    Class
                      A-2 and Class A-3 Certificates.

                  
	 	 
	
                    Floating
                      Rate Certificates

                  	
                    The
                      LIBOR Certificates.

                  
	 	 
	
                    Inverse
                      Floating Rate Certificates

                  	
                    None.

                  
	 	 
	
                    LIBOR
                      Certificates

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

                  
	 	 
	
                    MTA
                      Certificates

                  	
                    None.

                  
	 	 
	
                    Non-Delay
                      Certificates

                  	
                    The
                      LIBOR Certificates.

                  
	 	 
	
                    Notional
                      Amount Certificates

                  	
                    Class
                      X Certificates.

                  


          

           

          
            
              
              

            

            
              12

              
                

              

            

            
              
              

            

          

           

          
            	 	 
	
                    Offered
                      Certificates

                  	
                    All
                      Classes of Certificates other than the Private
                      Certificates.

                  
	 	 
	
                    Physical
                      Certificates

                  	
                    The
                      Class C and Class P Certificates.

                  
	 	 
	
                    Planned
                      Principal Classes

                  	
                    None.

                  
	 	 
	
                    Planned
                      Principal Components

                  	
                    None.

                  
	 	 
	
                    Principal
                      Only Certificates

                  	
                    None.

                  
	 	 
	
                    Private
                      Certificates

                  	
                    The
                      Class M-10, Class M-11, Class M-12, Class C and Class P
                      Certificates.

                  
	 	 
	
                    Rating
                      Agencies

                  	
                    S&P
                      and Moody’s.

                  
	 	 
	
                    Regular
                      Certificates

                  	
                    All
                      Classes of Certificates, other than the Residual
                      Certificates.

                  
	 	 
	
                    Residual
                      Certificates

                  	
                    The
                      Class A-R Certificates.

                  
	 	 
	
                    Scheduled
                      Principal Classes

                  	
                    None.

                  
	 	 
	
                    Senior
                      Certificates

                  	
                    The
                      Class A-1, Class X and Class A-R Certificates.

                  
	 	 
	
                    Subordinated
                      Certificates 

                  	
                    The
                      Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
                      M-6, Class
                      M-7, Class M-8, Class M-9, Class M-10, Class M-11 and Class
                      M-12
                      Certificates.

                  
	 	 
	
                    Targeted
                      Principal Classes

                  	
                    None.

                  
	 	 
	
                    Underwriter

                  	
                    Deutsche
                      Bank Securities Inc.

                  


          

          


          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.

           

          
            
              
              

            

            
              13

              
                

              

            

            
              
              

            

          


          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:

           

          10/1
            Mortgage Loan:  A Mortgage Loan that has a Mortgage Rate that is
            fixed for ten years after origination following which, beginning on the
            initial
            Payment Adjustment Date, the Mortgage Rate adjusts based on a Mortgage
            Index.

           

          Account:  Any
            Escrow Account, the Certificate Account, the Distribution Account, the
            Carryover
            Reserve Fund, the Exchangeable Certificates Distribution Account, the
            Derivative
            Accounts or any other account related to the Trust Fund or the Mortgage
            Loans.

           

          Accretion
            Directed Classes:  As specified in the Preliminary
            Statement.

           

          Accrual
            Period:  With respect to any Distribution Date and each Class of
            Non-Delay Certificates, the period commencing on the immediately preceding
            Distribution Date (or, in the case of the first Distribution Date, the
            Closing
            Date) and ending on the day immediately preceding such Distribution
            Date.  With respect to any Distribution Date and each Class of Delay
            Certificates and the Class C Certificates, the calendar month preceding
            the
            month in which such Distribution Date occurs.

           

          Additional
            Designated Information:  As defined in Section 11.02.

           

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

           

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

           

          Adjusted
            Replacement Upfront Amount:  As defined in Section
            3.19.

           

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

           

          Advance:  The
            payment required to be made by the Master Servicer with respect to any
            Distribution Date pursuant to Section 4.01, the amount of any such payment
            being
            equal to the aggregate of payments of principal and interest (net of
            the Master
            Servicing Fee) on the Mortgage Loans that were due on the related Due
            Date and
            not received by the Master Servicer as of the close of business on the
            related
            Determination Date, together with an amount equivalent to interest on
            each
            Mortgage Loan as to which the related Mortgaged Property is an REO Property,
            net
            of any net income from 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.

           

          
            
              
              

            

            
              1

              
                

              

            

            
              
              

            

          

           

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

           

          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 after the related Due Date.

           

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

           

          Appraised
            Value:  With respect to any Mortgage Loan, the Appraised Value of
            the related Mortgaged Property shall be: (i) with respect to a Mortgage
            Loan
            other than a Refinancing Mortgage Loan, the lesser of (a) the value of
            the
            Mortgaged Property based upon the appraisal made at the time of the origination
            of such Mortgage Loan and (b) the sale price of the Mortgaged Property
            at the
            time of the origination of such Mortgage Loan; (ii) with respect to a
            Refinancing Mortgage Loan other than a Streamlined Documentation Mortgage
            Loan,
            the value of the Mortgaged Property based upon the appraisal made-at
            the time of
            the origination of such Refinancing Mortgage Loan; and (iii) with respect
            to a
            Streamlined Documentation Mortgage Loan, (a) if the loan-to-value ratio
            with
            respect to the Original Mortgage Loan at the time of the origination
            thereof was
            80% or less and the loan amount of the new mortgage loan is $650,000
            or less,
            the value of the Mortgaged Property based upon the appraisal made at
            the time of
            the origination of the Original Mortgage Loan and (b) if the loan-to-value
            ratio
            with respect to the Original Mortgage Loan at the time of the origination
            thereof was greater than 80% or the loan amount of the new mortgage loan
            being
            originated is greater than $650,000, the value of the Mortgaged Property
            based
            upon the appraisal (which may be a drive-by appraisal) made at the time
            of the
            origination of such Streamlined Documentation Mortgage Loan.

           

          Available
            Funds:  As to any Distribution Date, the sum of (a) the aggregate
            amount held in the Certificate Account at the close of business on the
            related
            Determination Date, including any Subsequent Recoveries, net of the Amount
            Held
            for Future Distribution and net of Prepayment Charges and amounts permitted
            to
            be withdrawn from the Certificate Account pursuant to clauses (i) - (viii)
            of
            Section 3.08(a) and amounts permitted to be withdrawn from the Distribution
            Account pursuant to clauses (i) - (iii) of Section 3.08(b), (b) the amount
            of
            the 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.  The
            Holders of the Class 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.

           

          
            
              
              

            

            
              2

              
                

              

            

            
              
              

            

          

           

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

           

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

           

          Book-Entry
            Certificates:  As specified in the Preliminary
            Statement.

           

          Business
            Day:  Any day other than (i) a Saturday or a Sunday or (ii) a day
            on which banking institutions in the City of New York, New York, or the
            States
            of California or Texas or the city in which the Corporate Trust Office
            of the
            Trustee is located are authorized or obligated by law or executive order
            to be
            closed.

           

          Capitalized
            Interest Account:  Not applicable.

           

          Carryover
            Reserve Fund:  The separate Eligible Account created and initially
            maintained by the Trustee pursuant to Section 3.05(g) in the name of
            the Trustee
            for the benefit of the Holders of the LIBOR Certificates and designated
“The
            Bank of New York in trust for registered holders of CWALT, Inc., Alternative
            Loan Trust 2007-HY9, Mortgage Pass-Through Certificates, Series
            2007-HY9.”  Funds in the Carryover Reserve Fund shall be held in trust
            for the Holders of the LIBOR Certificates for the uses and purposes set
            forth in
            this Agreement.

           

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

           

          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, FSB, 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-HY9, Mortgage Pass-Through Certificates Series
            2007-HY9.”

           

          Certificate
            Balance:  With respect to any Certificate (other than the Class C
            Certificates and 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 to the Certificate Balance of such Certificate pursuant
            to
            Section 4.02 due to the receipt of Subsequent Recoveries and (B) minus
            the sum
            of (i) all distributions of principal previously made with respect to
            that
            Certificate and (ii) any Applied Realized Loss Amounts allocated to such
            Certificate on previous Distribution Dates pursuant to Section 4.02 without
            duplication.  The Notional Amount Certificates have no Certificate
            Balances.

           

          Certificate
            Owner:  With respect to a Book-Entry Certificate, the Person who
            is the beneficial owner of such Book-Entry Certificate.  For the
            purposes of this Agreement, in order 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.

           

          
            
              
              

            

            
              3

              
                

              

            

            
              
              

            

          

           

          Certificate
            Swap Account:  The separate Eligible Account created and initially
            maintained by the Supplemental Interest Trustee pursuant to Section
            3.05(h).

           

          Certificate
            Swap Contract:  The transaction evidenced by the Confirmation and
            subject to the Swap ISDA Master Agreement, a form of which is attached
            hereto as
            Exhibit R-1.

           

          Certificate
            Swap Contract Termination Date:  The Distribution Date in July
            2012.

           

          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
            C Distributable Amount:  As defined in the Preliminary
            Statement.

           

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

           

          Class
            P Certificate:  Any Certificate designated as a “Class P
            Certificate” on the face thereof, in the form of Exhibit C-2 hereto,
            representing the right to distributions as set forth herein.

           

          Class
            P Principal Distribution Date:  The first Distribution Date that
            occurs after the end of the latest Prepayment Charge Period for the Mortgage
            Loans that have a Prepayment Charge.

           

          Closing
            Date:  July 31, 2007.

           

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

           

          
            
              
              

            

            
              4

              
                

              

            

            
              
              

            

          

           

          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.

           

          Combination
            Group:  The Class or Classes of Depositable Certificates and the
            related Class or Classes of Exchangeable Certificates included within
            any
            particular “Combination” specified in Schedule VII.

           

          Commission:  The
            U.S. Securities and Exchange Commission.

           

          Compensating
            Interest:  As to any Distribution Date, an amount equal to the
            product of 50% and the aggregate Master Servicing Fee payable to the
            Master
            Servicer for that Distribution Date.

           

          Component:  As
            specified in the Preliminary Statement.

           

          Component
            Balance:  Not applicable.

           

          Component
            Certificates:  As specified in the Preliminary
            Statement.

           

          Component
            Notional Amount:  Not applicable.

           

          Confirmation:  With
            respect to the Certificate Swap Contract, the confirmation (reference
            #
            N659812N) with a trade date of July 26, 2007, evidencing a transaction
            between
            the Swap Counterparty and the Supplemental Interest Trustee. With respect
            to the
            Subordinated Certificate Swap Contract, the confirmation (reference #
            N659814N)
            with a trade date of July 26, 2007, evidencing a transaction between
            the Swap
            Counterparty and the Supplemental Interest Trustee.  With respect to
            the Subordinated Certificate Corridor Contract, the confirmation (reference
            #
            FXNEC9851) with a trade date of July 26, 2007, evidencing a transaction
            between
            the Corridor Counterparty and the Supplemental Interest Trustee.

           

          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 

           

          
            
              
              

            

            
              5

              
                

              

            

            
              
              

            

          

           

          administered,
            which office at the date of the execution of this Agreement is located
            at 101
            Barclay Street, 4W, New York, New York 10286 (Attn:  Mortgage-Backed
            Securities Group, CWALT, Inc. Series 2007-HY9), facsimile no. (212) 815-3986,
            and which is the address to which notices to and correspondence with
            the Trustee
            should be directed.

           

          Corridor
            Counterparty:  Bear Stearns Financial Products Inc. and its
            successors.

           

          Corridor
            ISDA Master Agreement:  With respect to the Subordinated
            Certificate Corridor Contract, the 1992 ISDA Master Agreement (Multicurrency
–
Cross Border), including the Schedule and Credit Support Annex thereto,
            dated
            July 31, 2007, deemed to have been entered into between the Corridor
            Counterparty and the Supplemental Interest Trustee under the related
            Confirmation.

           

          Corridor
            Termination Payment:  The payment payable by the Corridor
            Counterparty under the Subordinated Certificate Corridor Contract due
            to an
            early termination of the Subordinated Certificate Corridor
            Contract.

           

          Counterparty:  The
            Swap Counterparty or the Corridor Counterparty, as applicable.

           

          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:  In the case of (i) the Certificate Swap Contract
            and the Certificate Swap Account, the LIBOR Certificates, (ii) the Subordinated
            Certificate Swap Contract and the Subordinated Certificate Swap Account,
            the
            LIBOR Certificates and (iii) the Subordinated Certificate Corridor Contract
            and
            the Subordinated Certificate Corridor Account, the LIBOR
            Certificates.

           

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

           

          
            
              
              

            

            
              6

              
                

              

            

            
              
              

            

          

           

          
            	
                    Distribution
                      Date

                  	
                    Percentage

                  
	
                    August
                      2009 – July 2010

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

                  
	 	 
	
                    August
                      2010 – July 2011

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

                  
	 	 
	
                    August
                      2011 – July 2012

                  	
                    0.75%
                      with respect to August 2011, plus an additional 1/12th of
                      0.30% for each month thereafter through July 2012

                  
	 	 
	
                    August
                      2012 – July 2013

                  	
                    1.05%
                      with respect to August 2012, plus an additional 1/12th of
                      0.20% for each month thereafter through July 2013

                  
	 	 
	
                    August
                      2013 and thereafter

                  	
                    1.25%

                  


          

          


          Current
            Interest:  With respect to each Class of Senior Certificates and
            Subordinated Certificates (other than the Class A-R Certificates) and
            each
            Distribution Date, the interest accrued at the applicable Pass-Through
            Rate for
            the applicable Accrual Period on the Class Certificate Balance or Notional
            Amount of such Class immediately prior to such Distribution Date.  All
            calculations of interest on the Non-Delay Certificates will be made on
            the basis
            of the actual number of days elapsed in the related Accrual Period and
            on a
            360-day year.  All calculations of interest on the Delay Certificates
            and the Class C Certificates will be made on the basis of a 360-day year
            consisting of twelve 30-day months.

           

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

           

          Cut-off
            Date Pool Principal Balance:  $581,012,001.26.

           

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

           

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

           

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

           

          Deficient
            Valuation:  With respect to any Mortgage Loan, a valuation by a
            court of competent jurisdiction of the Mortgaged Property in an amount
            less than
            the then-outstanding indebtedness under the Mortgage Loan, or any reduction
            in
            the amount of principal to be paid in 

           

          
            
              
              

            

            
              7

              
                

              

            

            
              
              

            

          

           

          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.  With respect to up to 50% of the Mortgage Loans, the
            Depositor may deliver all or a portion of each related Mortgage File
            to the
            Trustee not later than thirty days after the Closing Date.  To the
            extent that Countrywide Servicing shall be in possession of any Mortgage
            Files
            with respect to any Delay Delivery Mortgage Loan, until delivery of such
            Mortgage File to the Trustee as provided in Section 2.01, Countrywide
            Servicing
            shall hold such files as Master Servicer hereunder, as agent and in trust
            for
            the Trustee.

           

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

           

          Delinquency
            Trigger Event: With respect to a Distribution Date on or after the Stepdown
            Date, the Rolling Sixty-Day Delinquency Rate for the outstanding Mortgage
            Loans
            equals or exceeds the product of (i) 40.00% and (ii) the Senior Enhancement
            Percentage for such Distribution Date.

           

          Denomination:  With
            respect to each Certificate, the amount set forth on the face of that
            Certificate as the “Initial Certificate Balance of this Certificate” or the
“Initial Notional Amount of this Certificate” or, if neither of the foregoing,
            the Percentage Interest appearing on the face thereof.

           

          Depositable
            Certificates:  As specified in the Preliminary
            Statement.

           

          Derivative
            Account:  Each of the Certificate Swap Account, the Subordinated
            Certificate Swap Account and the Subordinated Certificate Corridor
            Account.

           

          Derivative
            Agreements:  Collectively, the Certificate Swap Contract, the
            Subordinated Certificate Swap Contract and the Subordinated Certificate
            Corridor
            Contract.

           

          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.

           

          
            
              
              

            

            
              8

              
                

              

            

            
              
              

            

          

           

          Depository
            Participant:  A broker, dealer, bank or other financial
            institution or other Person for whom from time to time a Depository effects
            book-entry transfers and pledges of securities deposited with the
            Depository.

           

          Determination
            Date:  As to any Distribution Date, the 22nd day of each month or,
            if such 22nd day is not a Business Day, the next preceding Business Day;
            provided, however, that if such 22nd day or such Business Day, whichever
            is
            applicable, is less than two Business Days prior to the related Distribution
            Date, the Determination Date shall be the first Business Day that is
            two
            Business Days preceding such Distribution Date.

           

          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-HY9, Mortgage Pass-Through
            Certificates, Series 2007-HY9.”  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 August 2007.

           

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

           

          Due
            Period:  Not applicable.

           

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

           

          Eligible
            Account:  Any of (i) an account or accounts maintained with a
            federal or state chartered depository institution or trust company the
            short-term unsecured debt obligations of which (or, in the case of a
            depository
            institution or trust company that does not have the requisite ratings
            and is the
            principal subsidiary of a holding company, the debt obligations of such holding
            company) have (a) the highest short-term ratings of Moody’s or Fitch and (b) (1)
            if such Eligible Account is not the Pre-Funding Account or the Capitalized
            Interest Account, one of the two highest short-term ratings of S&P (or, if
            such entity does not have a short-term rating from S&P, the long-term
            unsecured and unsubordinated debt obligations of such entity have a rating
            from
            S&P of at least “BBB+”) and (2) if such Eligible Account is the Pre-Funding
            Account or the Capitalized Interest Account, the highest short-term ratings
            of
            S&P (or, if such entity does not have a short-term rating from S&P, the
            long-term unsecured and unsubordinated debt obligations of such entity
            have a
            rating from S&P of at least “A+”) (ii) a segregated trust account or
            accounts maintained with the corporate trust department of a federal
            or state
            chartered depository institution subject to regulations regarding fiduciary
            funds on deposit similar to Title 12 of the Code of Federal Regulations,
            Chapter
            I, Part 9, Section 9.10(b), which has corporate trust powers, acting
            in its
            fiduciary capacity or (iii) any other account acceptable to each
            Rating

           

          
            
              
              

            

            
              9

              
                

              

            

            
              
              

            

          

           

          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
            Repurchase Month:  As defined in Section 3.11.

           

          ERISA:  The
            Employee Retirement Income Security Act of 1974, as amended.

           

          ERISA-Qualifying
            Underwriting:  A best efforts or firm commitment underwriting or
            private placement that meets the requirements of the Underwriter’s
            Exemption.

           

          ERISA-Restricted
            Certificate:  As specified in the Preliminary
            Statement.

           

          Escrow
            Account:  The Eligible Account or Accounts established and
            maintained pursuant to Section 3.06(a).

           

          Event
            of Default:  As defined in Section 7.01.

           

          Excess
            Cashflow:  With respect to any Distribution Date, the sum of (i)
            the amount remaining as set forth in Section 4.02(a)(6), (ii) the amount
            remaining as set forth in Section 4.02(b)(A)(3) or 4.02(b)(B)(3), as
            applicable,
            in each case for such Distribution Date and (iii) the Overcollateralization
            Reduction Amount for that Distribution Date, if any.

           

          Excess
            Overcollateralization Amount:  With respect to any Distribution
            Date, the excess, if any, of the Overcollateralized Amount for the Distribution
            Date over the Overcollateralization Target Amount for the Distribution
            Date.

           

          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.

           

          
            
              
              

            

            
              10

              
                

              

            

            
              
              

            

          

           

          Exchangeable
            Certificates:  As specified in the Preliminary
            Statement.

           

          Exchangeable
            Certificates Distribution Account:  The separate Eligible Account
            created and maintained by the Trustee on behalf of the Senior-Subordinate
            Trust
            pursuant to Section 5.07(a) in the name of the Trustee for the benefit
            of the
            Holders of the Exchangeable Certificates and designated “The Bank of New York in
            trust for registered Holders of Alternative Loan Trust 2007-HY9, Mortgage
            Pass-Through Certificates, Series 2007-HY9.”  Funds in the
            Exchangeable Certificates Distribution Account shall be held in trust
            for the
            Certificateholders for the uses and purposes set forth in this
            Agreement.

           

          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.

           

          Exchange
            Fee:  As defined in Section 5.07(d).

           

          Expense
            Fee:  As to each Mortgage Loan and any Distribution Date, the
            product of the related 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 and (b) the Trustee
            Fee
            Rate.

           

          Extra
            Principal Distribution Amount:  With respect to any Distribution
            Date, the lesser of (1) the Overcollateralization Deficiency Amount and
            (2) the
            Excess Cashflow available for payment pursuant to Section 4.02(c).

           

          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) of this
            Agreement.

           

          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.

           

          
            
              
              

            

            
              11

              
                

              

            

            
              
              

            

          

           

          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.

           

          Gross
            Margin:  The percentage set forth in the related Mortgage Note for
            the Mortgage Loans to be added to the Mortgage Index for use in determining
            the
            Mortgage Rate on each Adjustment Date, and which is set forth in the
            Mortgage
            Loan Schedule.

           

          Index:  With
            respect to any Accrual Period for the COFI Certificates, if any, the
            then-applicable index used by the Trustee pursuant to Section 4.07 to
            determine
            the applicable Pass-Through Rate for such Accrual Period for the COFI
            Certificates.

           

          Indirect
            Participant:  A broker, dealer, bank or other financial
            institution or other Person that clears through or maintains a custodial
            relationship with a Depository Participant.

           

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

           

          Initial
            Component Balance:  As specified in the Preliminary
            Statement.

           

          Initial
            LIBOR Rate:  5.320%.

           

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

           

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

           

          Interest
            Determination Date:  With respect to (a) any Accrual Period for
            any LIBOR Certificates and (b) any Accrual Period for the COFI Certificates
            for
            which the applicable Index is LIBOR, the second Business Day prior to
            the first
            day of such Accrual Period.  With respect to 

           

          
            
              
              

            

            
              12

              
                

              

            

            
              
              

            

          

           

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

           

          Interest
            Funds:  With respect to any Distribution Date, the excess of the
            Interest Remittance Amount over the Trustee Fee for such Distribution
            Date.

           

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

           

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

           

          ISDA
            Master Agreement:  The Swap ISDA Master Agreement or the Corridor
            ISDA Master Agreement, as applicable.

           

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

           

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

           

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

           

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

           

          LIBOR
            Certificates:  As specified in the Preliminary
            Statement.

           

          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 

           

          
            
              
              

            

            
              13

              
                

              

            

            
              
              

            

          

           

          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.

           

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

           

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

           

          Master
            REMIC:  As described in the Preliminary Statement.

           

          Master
            Servicer:  Countrywide Home Loans Servicing LP, a Texas limited
            partnership, and its successors and assigns, in its capacity as master
            servicer
            hereunder.

           

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

           

          Master
            Servicing Fee:  As to each Mortgage Loan and any Distribution
            Date, an amount payable out of each full payment of interest received
            on such
            Mortgage Loan and equal to one-twelfth of the Master Servicing Fee Rate
            multiplied by the Stated Principal Balance of such Mortgage Loan as of
            the Due
            Date in the month preceding the month of such Distribution Date, subject
            to
            reduction as provided in Section 3.14.

           

          Master
            Servicing Fee Rate:  With respect to each Mortgage Loan, 0.200%
            per annum prior to and including the initial Adjustment Date for such
            Mortgage
            Loan and 0.375% per annum thereafter.

           

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

           

          Maximum
            Rate:  10.50% per annum.

           

          
            
              
              

            

            
              14

              
                

              

            

            
              
              

            

          

           

           

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

           

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

           

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

           

          MIN:  The
            mortgage identification number for any MERS Mortgage Loan.

           

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

           

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

           

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

           

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

           

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

           

          Mortgage
            File:  The mortgage documents listed in Section 2.01
            pertaining to a particular Mortgage Loan and any additional documents
            delivered
            to the Trustee to be added to the Mortgage File pursuant to this
            Agreement.

           

          Mortgage
            Index:  As to each Mortgage Loan, the index from time to time in
            effect for adjustment of the Mortgage Rate as set forth as such on the
            related
            Mortgage Note.

           

          Mortgage
            Loan Schedule:  The list of Mortgage Loans (as from time to time
            amended by the Master Servicer to reflect the addition of Substitute
            Mortgage
            Loans and the deletion of Deleted Mortgage Loans pursuant to the provisions
            of
            this Agreement) transferred to the Trustee as part of the Trust Fund
            and from
            time to time subject to this Agreement, attached to this Agreement as
            Schedule
            I, setting forth the following information with respect to each Mortgage
            Loan:

           

          (i)           the
            loan number;

           

          (ii)          [Reserved];

           

          
            
              
              

            

            
              15

              
                

              

            

            
              
              

            

          

           

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

           

          (iv)         the
            maturity date;

           

          (v)          the
            original principal balance;

           

          (vi)         the
            Cut-off Date Principal Balance;

           

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

           

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

           

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

           

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

           

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

           

          (xii)         the
            Mortgage Rate as of the Cut-off Date;

           

          (xiii)        the
            initial Payment Adjustment Date for each Mortgage Loan;

           

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

           

          (xv)         the
            purpose for the Mortgage Loan;

           

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

           

          (xvii)       a
            code indicating whether the Mortgage Loan is a Countrywide Mortgage Loan,
            a Park
            Granada Mortgage Loan, a Park Monaco Mortgage Loan or a Park Sienna Mortgage
            Loan;

           

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

           

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

           

          (xx)          with
            respect to each Mortgage Loan, the Gross Margin, the Mortgage Index,
            the Maximum
            Mortgage Rate and the Minimum Mortgage Rate;

           

          (xxi)         the
            initial Adjustment Date;

           

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

           

          
            
              
              

            

            
              16

              
                

              

            

            
              
              

            

          

           

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

           

          (xxiv)       the
            related Prepayment Charge Period.

           

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

           

          Mortgage
            Loans:  Such of the mortgage loans as from time to time are
            transferred and assigned to the Trustee pursuant to the provisions of
            this
            Agreement and that are held as a part of the Trust Fund (including any
            REO
            Property), the mortgage loans so held being identified in the Mortgage
            Loan
            Schedule, notwithstanding foreclosure or other acquisition of title of
            the
            related Mortgaged Property.

           

          Mortgage
            Note:  The original executed note or other evidence of
            indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage
            Loan.

           

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

           

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

           

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

           

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

           

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

           

          MTA
            Certificates:  As specified in the Preliminary
            Statement.

           

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

           

          Net
            Rate Cap:  For any Class of LIBOR Certificates and each
            Distribution Date, a per annum rate equal to the product of (A) the excess,
            if
            any, of, (i) the Weighted Average Adjusted Net Mortgage Rate for that
            Distribution Date over (ii) a fraction, expressed as a percentage, (1)
            the
            numerator of which is the product of (a) the sum of (v) the Net Swap
            Payment
            payable to the Swap Counterparty under the Certificate Swap Contract
            on such
            Distribution Date, (w) any Swap Termination Payment payable to the Swap
            Counterparty under the Certificate Swap Contract on such Distribution
            Date
            (other than a Swap Termination Payment due to a Swap Counterparty Trigger
            Event), (x) the Net Swap Payment payable to the Swap Counterparty under
            the
            Subordinated Certificate Swap Contract on such Distribution Date, (y)
            any Swap
            Termination Payment payable to the Swap Counterparty under the Subordinated
            Certificate Swap Contract on 

           

          
            
              
              

            

            
              17

              
                

              

            

            
              
              

            

          

           

          such
            Distribution Date (other than a Swap Termination Payment due to a Swap
            Counterparty Trigger Event) and (z) the amount of Current Interest and
            Interest
            Carry Forward Amount distributed to the Class X Certificates on such
            Distribution Date and (b) 12 and (2) the denominator of which is the
            aggregate
            Stated Principal Balance of the Mortgage Loans as of the Due Date occurring
            in
            the month preceding the month of that Distribution Date (after giving
            effect to
            Principal Prepayments received in the Prepayment Period related to that
            prior
            Due Date) and (B) a fraction, the numerator of which is 30 and the denominator
            of which is the actual number of days in the related Accrual
            Period.

           

          Net
            Rate Carryover:  For any Class of LIBOR Certificates and any
            Distribution Date, the excess of (i) the amount of interest that such
            Class
            would have accrued for such Distribution Date had the Pass-Through Rate
            for that
            Class and the related Accrual Period not been calculated based on the
            Net Rate
            Cap, over (ii) the amount of interest such Class accrued for such Distribution
            Date based on the Net Rate Cap, plus the unpaid portion of any such excess
            from
            prior Distribution Dates (and interest accrued thereon at the then applicable
            Pass-Through Rate, but not in excess of the Maximum Rate, other than
            with
            respect to the Class A-1 Certificates, without giving effect to the Net
            Rate
            Cap).

           

          Net
            Swap Payment:  With respect to the Certificate Swap Contract or
            the Subordinated Certificate Swap Contract, as applicable, any Distribution
            Date
            and payment by the Supplemental Interest Trustee to the Swap Counterparty,
            the
            excess, if any, of the “Fixed Amount” (as defined in the applicable Derivative
            Agreement) with respect to such Distribution Date over the “Floating Amount” (as
            defined in the applicable Derivative Agreement) with respect to such
            Distribution Date.  With respect to the Certificate Swap Contract or
            the Subordinated Certificate Swap Contract, as applicable, any Distribution
            Date
            and payment by the Swap Counterparty to the Supplemental Interest Trustee,
            the
            excess, if any, of the “Floating Amount” (as defined in the applicable
            Derivative Agreement) with respect to such Distribution Date over the
“Fixed
            Amount” (as defined in the applicable Derivative Agreement) with respect to such
            Distribution Date.

           

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

           

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

           

          Nonrecoverable
            Advance:  Any portion of an Advance previously made or proposed to
            be made by the Master Servicer that, in the good faith judgment of the
            Master
            Servicer, will not be ultimately recoverable by the Master Servicer from
            the
            related Mortgagor, related Liquidation Proceeds or otherwise.

           

          Notice
            of Final Distribution:  The notice to be provided pursuant to
            Section 9.02 to the effect that final distribution on any of the
            Certificates shall be made only upon presentation and surrender
            thereof.

           

          Notional
            Amount:  With respect to the Class X Certificates and the Accrual
            Period for any Distribution Date, the aggregate Stated Principal Balance
            of the
            Mortgage Loans in Sub-Group X as of the Due Date in the preceding calendar
            month
            (after giving effect to Principal Prepayments received in the Prepayment
            Period
            related to such prior Due Date).

           

          
            
              
              

            

            
              18

              
                

              

            

            
              
              

            

          

           

          Notional
            Amount Certificates:  As specified in the Preliminary
            Statement.

           

          OC
            Floor:  With respect to any Distribution Date, 0.35% of the
            Cut-off Date Pool Principal Balance.

           

          Offered
            Certificates:  As specified in the Preliminary
            Statement.

           

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

           

          Opinion
            of Counsel:  A written opinion of counsel, who may be counsel for
            a Seller, the Depositor or the Master Servicer, including, in-house counsel,
            reasonably acceptable to the Trustee; provided, however, that with respect
            to
            the interpretation or application of the REMIC Provisions, such counsel
            must (i)
            in fact be independent of a Seller, the Depositor and the Master Servicer,
            (ii)
            not have any direct financial interest in a Seller, the Depositor or
            the Master
            Servicer or in any affiliate thereof, and (iii) not be connected with
            a Seller,
            the Depositor or the Master Servicer as an officer, employee, promoter,
            underwriter, trustee, partner, director or person performing similar
            functions.

           

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

           

          Original
            Agreement:  As defined in the recitals of this
            Agreement.

           

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

           

          OTS:  The
            Office of Thrift Supervision.

           

          Outside
            Reference Date:  As to any Accrual Period for the COFI
            Certificates, the close of business on the tenth day thereof.

           

          Outstanding:  With
            respect to the Certificates as of any date of determination, all Certificates
            theretofore executed and authenticated under this Agreement except:

           

          (i)           
            Certificates theretofore canceled by the Trustee or delivered to the
            Trustee for
            cancellation; and

           

          (ii)           Certificates
            in exchange for which or in lieu of which other Certificates have been
            executed
            and delivered by the Trustee pursuant to this Agreement.

           

          
            
              
              

            

            
              19

              
                

              

            

            
              
              

            

          

          
             

            Outstanding
              Mortgage Loan:  As of any Due Date, a Mortgage Loan with a Stated
              Principal Balance greater than zero, which was not the subject of a
              Principal
              Prepayment in Full prior to the end of the related Prepayment Period
              and which
              did not become a Liquidated Mortgage Loan prior to the end of the related
              Prepayment Period.

             

            Overcollateralization
              Deficiency Amount:  With respect to any Distribution Date, the
              amount, if any, by which the Overcollateralization Target Amount exceeds
              the
              Overcollateralized Amount on such Distribution Date.

             

            Overcollateralization
              Reduction Amount:  With respect to any Distribution Date, the
              lesser of (i) the Excess Overcollateralization Amount for such Distribution
              Date
              and (ii) the Principal Remittance Amount for such Distribution
              Date.

             

            Overcollateralization
              Target Amount:  With respect to any Distribution Date, the OC
              Floor.

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

            
              
                
                

              

              
                20

                
                  

                

              

              
                
                

              

            

          

           

          
            	
                    Class
                      of LIBOR Certificates

                  	
                    Pass-Through
                      Margin

                  
	 	
                    
                      (1)

                    

                  	
                    
                      (2)

                    

                  
	
                    Class
                      A-1

                  	
                    0.270%

                  	
                    0.540%

                  
	
                    Class
                      A-2

                  	
                    0.270%

                  	
                    0.540%

                  
	
                    Class
                      A-3

                  	
                    0.270%

                  	
                    0.540%

                  
	
                    Class
                      M-1

                  	
                    0.450%

                  	
                    0.675%

                  
	
                    Class
                      M-2

                  	
                    0.500%

                  	
                    0.750%

                  
	
                    Class
                      M-3

                  	
                    0.650%

                  	
                    0.975%

                  
	
                    Class
                      M-4

                  	
                    1.000%

                  	
                    1.500%

                  
	
                    Class
                      M-5

                  	
                    1.500%

                  	
                    2.250%

                  
	
                    Class
                      M-6

                  	
                    1.750%

                  	
                    2.625%

                  
	
                    Class
                      M-7

                  	
                    2.250%

                  	
                    3.375%

                  
	
                    Class
                      M-8

                  	
                    2.250%

                  	
                    3.375%

                  
	
                    Class
                      M-9

                  	
                    2.250%

                  	
                    3.375%

                  
	
                    Class
                      M-10

                  	
                    2.250%

                  	
                    3.375%

                  
	
                    Class
                      M-11

                  	
                    2.250%

                  	
                    3.375%

                  
	
                    Class
                      M-12

                  	
                    2.250%

                  	
                    3.375%

                  


          

                 
            ________

          
            	
                     

                  	
                    (1)

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

                  


          

          
            	
                     

                  	
                    (2)

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

                  


          

           

          Pass-Through
            Rate:  With respect to any Accrual Period and the Class A-1, Class
            A-2 and Class A-3 Certificates, the lesser of (x) LIBOR for such Accrual
            Period
            plus the Pass-Through Margin for such Class and Accrual Period and (y)
            the Net
            Rate Cap for such Class and the related Distribution Date.

           

          With
            respect to any Accrual Period and each Class of Subordinated Certificates,
            the
            least of (x) LIBOR for such Accrual Period plus the Pass-Through Margin
            for such
            Class and Accrual Period, (y) the Net Rate Cap for such Class and the
            related
            Distribution Date and (z) the Maximum Rate.

           

          With
            respect to the Class X Certificates and (i) any Accrual Period related
            to a
            Distribution Date on or prior to the Distribution Date in July 2017, 0.65% per
            annum, and (ii) any Accrual Period related to a Distribution Date after
            the
            Distribution Date in July 2017, 1.65% per annum.

           

          The
            Class
            A-R, Class P and Class C Certificates do not have Pass-Through
            Rates.

           

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

           

          Percentage
            Interest:  As to any Certificate, the percentage interest
            evidenced thereby in distributions required to be made on the related
            Class,
            such percentage interest being set forth on the face thereof or equal
            to the
            percentage obtained by dividing the Denomination of such Certificate
            by the
            aggregate of the Denominations of all Certificates of the same
            Class.  With respect to the Class C, Class P and Class A-R
            Certificates, the portion of the Class evidenced thereby, expressed as
            a
            percentage, as stated on the face of such Certificate.

           

          
            
              
                
                

              

              
                21

                
                  

                

              

              
                
                

              

            

          

           

          
            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;

             

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

             

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

             

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

             


            
              
                
                

              

              
                22

                
                  

                

              

              
                
                

              

            


            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.

             

            Person:  Any
              individual, corporation, partnership, joint venture, association, limited
              liability company, joint-stock company, trust, unincorporated organization
              or
              government, or any agency or political subdivision thereof.

             

            Physical
              Certificate:  As specified in the Preliminary
              Statement.

             

            Plan:  An
              “employee benefit plan” as defined in section 3(3) of ERISA that is subject to
              Title I of ERISA, a “plan” as defined in section 4975 of the Code that is
              subject to section 4975 of the Code, or any Person investing on behalf
              of or
              with plan assets (as defined in 29 CFR §2510.3-101 or otherwise under ERISA) of
              such an employee benefit plan or plan.

             

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

             

            Pool
              Tax Cap:  As defined in the Preliminary Statement.

             


            
              
                
                

              

              
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            Pre-Funding
              Account:  Not applicable.

             

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

             

            Prepayment
              Charge Amount:  As to any Distribution Date, the sum of the
              Prepayment Charges collected on the Mortgage Loans during the related
              Prepayment
              Period and any amounts paid pursuant to Section 3.20 with respect to
              such
              Distribution Date.

             

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

             

            Prepayment
              Interest Excess:  As to any Principal Prepayment received by the
              Master Servicer from the first day through the fifteenth day of any
              calendar
              month (other than the calendar month in which the Cut-off Date occurs),
              all
              amounts paid by the related Mortgagor in respect of interest on such
              Principal
              Prepayment.  All Prepayment Interest Excess shall be paid to the
              Master Servicer as additional master servicing compensation.

             

            Prepayment
              Interest Shortfall:  As to any Distribution Date, Mortgage Loan
              and Principal Prepayment received on or after the sixteenth day of
              the month
              preceding the month of such Distribution Date (or, in the case of the
              first
              Distribution Date, on or after July 1, 2007) and on or before the last
              day of
              the month preceding the month of such Distribution Date, the amount,
              if any, by
              which one month’s interest at the related Mortgage Rate, net of the related
              Master Servicing Fee Rate, on such Principal Prepayment exceeds the
              amount of
              interest paid in connection with such Principal Prepayment.

             

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

             

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

             

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

             

            Principal
              Distribution Amount:  With respect to each Distribution Date, the
              sum of: (1) the excess of (A) the Principal Remittance Amount for such
              Distribution Date over (B) the sum of (i) any portion of such amount
              used to
              cover any Net Swap Payment or Swap Termination Payment (other than
              a Swap
              Termination Payment due to a Swap Counterparty Trigger Event) due to
              the Swap
              Counterparty under the Certificate Swap Contract and/or the Subordinated
              Certificate Swap Contract with respect to such Distribution Date not
              paid from
              the Interest Funds and (ii) the Overcollateralization Reduction Amount
              for such
              Distribution Date, and (2) the Extra Principal Distribution Amount
              for such
              Distribution Date.

             


            
              
                
                

              

              
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            Principal
              Net Swap Payment:  With respect to any Distribution Date, the sum
              of (i) the amount, if any, of any Net Swap Payment payable to the Swap
              Counterparty under the Certificate Swap Contract and/or the Subordinated
              Certificate Swap Contract on such Distribution Date not paid from Interest
              Funds
              for such Distribution Date and (ii) the aggregate amount of such amounts
              for all
              previous Distribution Dates.

             

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

             

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

             

            Principal
              Remittance Amount:  As to any Distribution Date, (x) the sum,
              without duplication, of (a) the principal portion of each Scheduled
              Payment
              (without giving effect to any reductions thereof caused by any Debt
              Service
              Reductions or Deficient Valuations) collected or advanced on each Mortgage
              Loan
              (other than a Liquidated Mortgage Loan) on the related Due Date, (b)
              the
              principal portion of the Purchase Price of each Mortgage Loan that
              was
              repurchased by the applicable Seller or purchased by the Master Servicer
              pursuant to this Agreement as of such Distribution Date, (c) the Substitution
              Adjustment Amount in connection with any Deleted Mortgage Loan 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 related Prepayment Period, the
              amount of the
              Liquidation Proceeds allocable to principal received during such Prepayment
              Period with respect to such Mortgage Loan, (f) all Principal Prepayments
              on the
              Mortgage Loans received during the related Prepayment Period and (g)
              any
              Subsequent Recoveries on the Mortgage Loans received during the related
              Prepayment Period minus (y) all non-recoverable Advances on the
              Mortgage Loans relating to principal and certain expenses reimbursable
              pursuant
              to Section 6.03 and reimbursed since the immediately preceding Due
              Date.

             

            Principal
              Reserve Fund:  The separate Eligible Account created and initially
              maintained by the Trustee pursuant to Section 3.05(c) in the name of
              the Trustee
              for the benefit of the Holders of the Class P Certificates and designated
“The
              Bank of New York in trust for registered holders of CWALT, Inc., Alternative
              Loan Trust 2007-HY9, Mortgage Pass-Through Certificates, Series
              2007-HY9.”  Funds in the Principal Reserve Fund shall be held in trust
              for the Holders of the Class P Certificates for the uses and purposes
              set forth
              in this Agreement.

             

            Private
              Certificate:  As specified in the Preliminary
              Statement.

             

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

             

            Prospectus:  The
              prospectus dated July 27, 2007 generally relating to mortgage pass-through
              certificates to be sold by the Depositor.


            
              
                
                

              

              
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            Prospectus
              Supplement:  The prospectus supplement dated September 27, 2007,
              relating to the Offered Certificates.

             

            PUD:  Planned
              Unit Development.

             

            Purchase
              Price:  With respect to any Mortgage Loan required to be purchased
              by the applicable Seller pursuant to Section 2.02 or 2.03 or purchased at
              the option of the Master Servicer pursuant to Section 3.11, an amount equal
              to the sum of (i) 100% of the unpaid principal balance of the Mortgage Loan
              on the date of such purchase, (ii) accrued interest thereon at the
              applicable Mortgage Rate (or at the applicable Adjusted Mortgage Rate
              if
              (x) the purchaser is the Master Servicer or (y) if the purchaser is
              Countrywide and Countrywide is an affiliate of the Master Servicer)
              from the
              date through which interest was last paid by the Mortgagor to the Due
              Date in
              the month in which the Purchase Price is to be distributed to Certificateholders
              and (iii) costs and damages incurred by the Trust Fund in connection
              with a
              repurchase pursuant to Section 2.03 that arises out of a violation
              of any
              predatory or abusive lending law with respect to the related Mortgage
              Loan.

             

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

             

            Rating
              Agency:  Each of the Rating Agencies specified in the Preliminary
              Statement.  If any such organization or a successor is no longer in
              existence, “Rating Agency” shall be such nationally recognized statistical
              rating organization, or other comparable Person, identified as a “Rating Agency”
under the Underwriter’s Exemption, as is designated by the Depositor, notice of
              which designation shall be given to the Trustee.  References in this
              Agreement to a given rating category of a Rating Agency shall mean
              such rating
              category without giving effect to any modifiers.

             

            Realized
              Loss:  With respect to each Liquidated Mortgage Loan, an amount
              (not less than zero or more than the Stated Principal Balance of the
              Mortgage
              Loan) as of the date of such liquidation, equal to (i) the Stated Principal
              Balance of the Liquidated Mortgage Loan as of the date of such liquidation,
              plus
              (ii) interest at the Adjusted Net Mortgage Rate from the Due Date as to
              which interest was last paid or advanced (and not reimbursed) to
              Certificateholders up to the Due Date in the month in which Liquidation
              Proceeds
              are required to be distributed on the Stated Principal Balance of such
              Liquidated Mortgage Loan from time to time, minus (iii) the Liquidation
              Proceeds, if any, received during the month in which such liquidation
              occurred,
              to the extent applied as recoveries of interest at the Adjusted Net
              Mortgage
              Rate and to principal of the Liquidated Mortgage Loan.  With respect
              to each Mortgage Loan which has become the subject of a Deficient Valuation,
              if
              the principal amount due under the related Mortgage Note has been reduced,
              the
              difference between the principal balance of the Mortgage Loan outstanding
              immediately prior to such Deficient Valuation and the principal balance
              of the
              Mortgage Loan as


            
              
                
                

              

              
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            reduced
              by the Deficient Valuation.  With respect to each Mortgage Loan which
              has become the subject of a Debt Service Reduction and any Distribution
              Date,
              the amount, if any, by which the principal portion of the related Scheduled
              Payment has been reduced.

             

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

             

            Recognition
              Agreement:  With respect to any Cooperative Loan, an agreement
              between the Cooperative Corporation and the originator of such Mortgage
              Loan
              which establishes the rights of such originator in the Cooperative
              Property.

             

            Record
              Date:  With respect to any Distribution Date and the Delay
              Certificates, the last Business Day of the month preceding the month
              of that
              Distribution Date.  With respect to any Distribution Date and the
              Non-Delay Certificates, the Business Day immediately preceding such
              Distribution
              Date, or if such Certificates are no longer Book-Entry Certificates,
              the last
              Business Day of the month preceding the month of such Distribution
              Date.

             

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

             

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

             

            Regular
              Certificates:  As specified in the Preliminary
              Statement.

             

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

             

            Relief
              Act:  The Servicemembers Civil Relief Act and any similar state or
              local laws.

             

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

             

            REMIC
              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.


            
              
                
                

              

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

             

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

             

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

             

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

             

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

             

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


            
              
                
                

              

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

             

            Required
              Insurance Policy:  With respect to any Mortgage Loan, any
              insurance policy that is required to be maintained from time to time
              under this
              Agreement.

             

            Residual
              Certificates:  As specified in the Preliminary
              Statement.

             

            Responsible
              Officer:  When used with respect to the Trustee, any Vice
              President, any Assistant Vice President, the Secretary, any Assistant
              Secretary,
              any Trust Officer or any other officer of the Trustee customarily performing
              functions similar to those performed by any of the above designated
              officers and
              also to whom, with respect to a particular matter, such matter is referred
              because of such officer’s knowledge of and familiarity with the particular
              subject.

             

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

             

            S&P:  Standard
              & Poor’s, a division of The McGraw-Hill Companies, Inc.  If
              S&P is designated as a Rating Agency in the Preliminary Statement, for
              purposes of Section 10.05(b) the address for notices to S&P shall be
              Standard & Poor’s, 55 Water Street, New York, New York 10041, Attention:
              Mortgage Surveillance Monitoring, or such other address as S&P may hereafter
              furnish to the Depositor and the Master Servicer.

             

            Sarbanes-Oxley
              Certification:  As defined in Section 11.05.

             

            Scheduled
              Balances:  Not applicable.

             

            Scheduled
              Classes:  As specified in the Preliminary Statement.

             

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

             

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

             

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

             

            Senior
              Certificates:  As specified in the Preliminary
              Statement.

             

            Senior
              Enhancement Percentage:  With respect to a Distribution Date on
              and after the Stepdown Date, the fraction (expressed as a percentage)
              (1) the
              numerator of which is the excess of (a) the aggregate Stated Principal
              Balance
              of the Mortgage Loans as of the Due Date in the month prior to that
              Distribution
              Date (after giving effect to Principal Prepayments in the Prepayment
              Period
              related to that prior Due Date) over (b) (i) before the Class Certificate
              Balances of the Senior Certificates have been reduced to zero, the
              sum of the
              Class Certificate Balances of the Senior Certificates, or (ii) after
              the Class
              Certificate Balances of the Senior Certificates have been reduced to
              zero, the
              Class Certificate Balance of the most senior Class of


            
              
                
                

              

              
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            Subordinated
              Certificates outstanding as of the Business Day immediately preceding
              the
              Distribution Date in the calendar month prior to the month of such
              Distribution
              Date and (2) the denominator of which is the aggregate Stated Principal
              Balance
              of the Mortgage Loans as of the Due Date in the month prior to that
              Distribution
              Date (after giving effect to Principal Prepayments in the Prepayment
              Period
              related to that prior Due Date).

             

            Senior
              Principal Distribution Target Amount:  As to any Distribution
              Date, the excess of (x) the aggregate Class Certificate Balance of
              the Senior
              Certificates immediately prior to such Distribution Date, over (y)
              the lesser of
              (i) 85.00% of the aggregate Stated Principal Balance of the Mortgage
              Loans as of
              the Due Date in the month of such Distribution Date (after giving effect
              to
              Principal Prepayments received in the related Prepayment Period) and
              (ii) the
              aggregate Stated Principal Balance of the Mortgage Loans as of the
              Due Date in
              the month of such Distribution Date (after giving effect to Principal
              Prepayments received in the related Prepayment Period), minus the OC
              Floor.

             

            Senior-Subordinate
              Trust:  The separate trust created under this Agreement pursuant
              to Section 5.07(a).

             

            Senior-Subordinate
              Trust Certificate:  Any Class of Certificates issued by the
              Senior-Subordinate Trust and representing beneficial ownership of one
              or more
              uncertificated Master REMIC Interests held by such Senior-Subordinate
              Trust.

             

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

             

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

             

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

             

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

             

            Startup
              Day:  The Closing Date.


            
              
                
                

              

              
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            Stated
              Principal Balance:  As to any Mortgage Loan and Due Date, the
              unpaid principal balance of such Mortgage Loan as of such Due Date,
              as specified
              in the amortization schedule at the time relating thereto (before any
              adjustment
              to such amortization schedule by reason of any moratorium or similar
              waiver or
              grace period) minus the sum of: (i) any previous partial Principal
              Prepayments
              and the payment of principal due on such Due Date, irrespective of
              any
              delinquency in payment by the related Mortgagor, (ii) Liquidation Proceeds
              allocable to principal (other than with respect to any Liquidated Mortgage
              Loan)
              received in the prior calendar month and Principal Prepayments received
              through
              the last day of the related Prepayment Period, in each case, with respect
              to
              that Mortgage Loan and (iii) any Realized 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.

             

            Stepdown
              Date:  The earlier to occur of: (1) the Distribution Date
              immediately following the Distribution Date on which the aggregate
              Class
              Certificate Balance of the Senior Certificates is reduced to zero,
              and (2) the
              later to occur of (x) the Distribution Date in August 2010 and (y)
              the first
              Distribution Date on which the aggregate Class Certificate Balance
              of the Senior
              Certificates (after giving effect to distributions of the Principal
              Remittance
              Amount to be made on such Distribution Date) is less than or equal
              to 85.00% of
              the aggregate Stated Principal Balance of the Mortgage Loans as of
              the Due Date
              in the month of that Distribution Date (after giving effect to Principal
              Prepayments received in the Prepayment Period related to that Due
              Date).

             

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

             

            
              	 	 	
                      
                        Stepdown
                          Target Subordination Percentage

                      

                    	 
	 	
                      Class
                        M-1

                    	
                      10.40%

                    	 
	 	
                      Class
                        M-2

                    	
                      8.70%

                    	 
	 	
                      Class
                        M-3

                    	
                      7.50%

                    	 
	 	
                      Class
                        M-4

                    	
                      6.50%

                    	 
	 	
                      Class
                        M-5

                    	
                      5.80%

                    	 
	 	
                      Class
                        M-6

                    	
                      5.10%

                    	 
	 	
                      Class
                        M-7

                    	
                      4.40%

                    	 
	 	
                      Class
                        M-8

                    	
                      3.70%

                    	 
	 	
                      Class
                        M-9

                    	
                      3.00%

                    	 
	 	
                      Class
                        M-10

                    	
                      2.30%

                    	 
	 	
                      Class
                        M-11

                    	
                      1.60%

                    	 
	 	
                      Class
                        M-12

                    	
                      0.70%

                    	 
	 	 


            

             

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

             

            
              
                
                

              

              
                31

                
                  

                

              

              
                
                

              

            


            Strip
              REMIC:  As defined in the Preliminary Statement.

             

            Sub-Group
              X:  All Mortgage Loans identified as 10/1 Mortgage Loans on the
              Mortgage Loan Schedule.

             

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

             

            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
              Certificate Corridor Account:  The separate Eligible Account
              created and initially maintained by the Supplemental Interest Trustee
              pursuant
              to Section 3.05(h).

             

            Subordinated
              Certificate Corridor Contract:  The transaction evidenced by the
              Confirmation, a form of which is attached hereto as Exhibit R-3.

             

            Subordinated
              Certificate Corridor Contract Termination Date:  The Distribution Date
              in February 2015.

             

            Subordinated
              Certificates:  As specified in the Preliminary
              Statement.

             

            Subordinated
              Certificate Swap Account:  The separate Eligible Account created
              and initially maintained by the Supplemental Interest Trustee pursuant
              to
              Section 3.05(h).

             

            Subordinated
              Certificate Swap Contract:  The transaction evidenced by the
              Confirmation and subject to the Swap ISDA Master Agreement, a form
              of which is
              attached hereto as Exhibit R-2.

             

            Subordinated
              Certificate Swap Contract Termination Date:  The Distribution Date in
              July 2012.

             

            Subordinated
              Class Principal Distribution Target Amount:  With respect to any
              Class of Subordinated Certificates and Distribution Date, the excess
              of (1) the
              sum of (a) the aggregate Class Certificate Balance of the Senior Certificates
              (after taking into account the distribution of the Senior Principal
              Distribution
              Target Amount for such Distribution Date), (b) the aggregate Class
              Certificate
              Balance of any Class(es) of Subordinated Certificates that are senior
              to the
              subject Class (in each case, after taking into account distribution
              of the
              Subordinated Class Principal Distribution Target Amount(s) for such
              more senior
              Class(es) of Certificates for such Distribution Date), and (c) the
              Class
              Certificate Balance of the subject Class of Subordinated Certificates
              immediately prior to such Distribution Date over (2) the lesser of
              (a) the
              product of (x) 100% minus the Stepdown Target Subordination Percentage
              for the
              subject Class of Certificates and (y) the aggregate Stated Principal
              Balance of
              the Mortgage Loans as of the Due Date in the month of that Distribution
              Date
              (after giving effect to Principal Prepayments received in the related
              Prepayment
              Period) and (b) the aggregate Stated Principal Balance of the Mortgage
              Loans as
              of the Due Date in the month of that Distribution Date (after giving
              effect to
              Principal Prepayments received in the related Prepayment Period) minus
              the OC
              Floor; provided, however, 

             

            
              
                
                

              

              
                32

                
                  

                

              

              
                
                

              

            


            that
              if
              such Class of Subordinated Certificates is the only Class of Subordinated
              Certificates outstanding on such Distribution Date, that Class will
              be entitled
              to receive the entire remaining Principal Distribution Amount until
              its Class
              Certificate Balance is reduced to zero.

             

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

             

            Subsequent
              Recoveries:  As to any Distribution Date, 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 after the classification of
              such
              Mortgage Loan as a 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 no lower
              than and
              not more than 1% per annum higher than, that of the Deleted Mortgage
              Loan; (vi)
              have a Minimum Mortgage Rate specified in its related mortgage note
              not more
              than 1% per annum higher or lower than the Minimum Mortgage Rate of
              the Deleted
              Mortgage Loan; (vii) have the same Mortgage Index and Mortgage Index
              reset
              period and periodic rate cap as the Deleted Mortgage Loan and a Gross
              Margin not
              more than 1% per annum higher or lower than that of the Deleted Mortgage
              Loan;
              (viii) not be a Cooperative Loan unless the Deleted Mortgage Loan was
              a
              Cooperative Loan and (ix) comply with each representation and warranty
              set forth
              in Section 2.03.

             

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

             

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

             

            Supplemental
              Interest Trustee:  The Bank of New York, a New York banking
              corporation, not in its individual or corporate capacity, but solely
              in its
              capacity as trustee of the Supplemental Interest Trust for the benefit
              of the
              Holders of the Senior Certificates (other than the Class A-R Certificates
              and
              Notional Amount Certificates) and Subordinated Certificates under this
              Agreement, and any successor thereto, and any corporation or national
              banking
              association resulting from or surviving any consolidation or merger
              to which it
              or its successors


            
              
                
                

              

              
                33

                
                  

                

              

              
                
                

              

            


             may
              be a party and any successor trustee as may from time to time be serving
              as
              successor trustee hereunder.

             

            Supplemental
              Mortgage Loan:  Not applicable.

             

            Swap
              Counterparty:  Deutsche Bank AG, New York Branch and its
              successors.

             

            Swap
              Counterparty Trigger Event:  With respect to the Certificate Swap
              Contract or the Subordinated Certificate Swap Contract, as applicable,
              either
              (i) an “Event of Default” under the Swap ISDA Master Agreement with respect to
              which the Swap Counterparty is the sole “Defaulting Party” (as defined in the
              Swap ISDA Master Agreement) or (ii) a “Termination Event” (other than an
              Illegality or a Tax Event (as such terms are defined in the Swap ISDA
              Master
              Agreement)) or “Additional Termination Event” under the Swap ISDA Master
              Agreement with respect to which the Swap Counterparty is the sole “Affected
              Party” (as defined in the Swap ISDA Master Agreement).

             

            Swap
              ISDA Master Agreement:  With respect to the Certificate Swap
              Contract and the Subordinated Certificate Swap Contract, the 1992 ISDA
              Master
              Agreement (Multicurrency – Cross Border), including the Schedule and Credit
              Support Annex thereto, dated July 31, 2007, between the Swap Counterparty
              and
              the Supplemental Interest Trustee.

             

            Swap
              Termination Payment:  The payment payable by either the
              Supplemental Interest Trustee or the Swap Counterparty under the Swap
              ISDA
              Master Agreement due to an early termination of the Certificate Swap
              Contract or
              the Subordinated Certificate Swap Contract, as 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.

             

            Terminator:  As
              defined in Section 9.01.

             

            Transaction
              Documents:  This Agreement, the Derivative Agreements 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.

             

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

             

            Trust
              Fund:  The corpus of the trust created under this Agreement
              consisting of (i) the Mortgage Loans and all interest and principal
              received on
              or with respect thereto after the Cut-off Date to the extent not applied
              in
              computing the Cut-off Date Principal Balance of the 

             


            
              
                
                

              

              
                34

                
                  

                

              

              
                
                

              

            


            Mortgage
              Loans; (ii) the Certificate Account, the Distribution Account, the
              Exchangeable
              Certificates Distribution Account and the Carryover Reserve Fund, and
              all
              amounts deposited therein pursuant to the applicable provisions of
              this
              Agreement; (iii) property that secured a Mortgage Loan and has been
              acquired by
              foreclosure, deed-in-lieu of foreclosure or otherwise and (iv) all
              proceeds of
              the conversion, voluntary or involuntary, of any of the
              foregoing.  For the avoidance of doubt, the Swap-IO REMIC, the Strip
              REMIC, the Master REMIC and the Senior-Subordinate Trust and the assets
              held or
              deemed held thereby shall constitute a part of the Trust Fund.

             

            Trustee:  The
              Bank of New York and its successors and, if a successor trustee is
              appointed
              under this Agreement, such successor.

             

            Trustee
              Advance Rate: With respect to any Advance made by the Trustee pursuant to
              Section 4.01(b), a per annum rate of interest determined as of the
              date of such
              Advance equal to the Prime Rate in effect on such date plus 5.00%.

             

            Trustee
              Fee: As to any Distribution Date, an amount equal to one-twelfth of
              the
              Trustee Fee Rate multiplied by the Pool Stated Principal Balance with
              respect to
              such Distribution Date.

             

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

             

            Underwriters:
              As specified in the Preliminary Statement.

             

            Underwriter’s
              Exemption:  Prohibited Transaction Exemption 2007-5, 72 Fed. Reg.
              13130 (2009), as amended (or any successor thereto), or any substantially
              similar administrative exemption granted by the U.S. Department of
              Labor.

             

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

             

            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 Senior Certificates that is a Class of Notional Amount Certificates,
              if any
              (such Voting Rights to be allocated among the holders of Certificates
              of each
              such Class in accordance with their respective Percentage Interests),
              (b) 1% of
              all Voting Rights shall be allocated to each of the Class A-R, Class
              C and Class
              P Certificates, and (c) the remaining Voting Rights shall be allocated
              among
              Holders of the remaining Classes of Senior Certificates and Subordinated
              Certificates in proportion to the Certificate Balances of their respective
              Certificates on such date.  Each Class of Exchangeable Certificates
              will be allocated a proportionate share of the Voting Rights allocated
              to the
              related Class or Classes of Depositable Certificates that have been
              surrendered
              as provided in Section 5.07(d).

             

            Weighted
              Average Adjusted Net Mortgage Rate:  As to any Distribution Date,
              the average of the Adjusted Net Mortgage Rates on the Mortgage Loans,
              weighted
              on the basis of the Stated Principal Balance of each Mortgage Loan
              as of the Due
              Date in the prior calendar 


            
              
                
                

              

              
                35

                
                  

                

              

              
                
                

              

            


            month
              (after giving effect to Principal Prepayments received in the Prepayment
              Period
              related to that prior Due Date).

             

          

          
            	
                     

                  	
                    SECTION
                      1.02.

                  	
                    Certain
                      Interpretive Provisions.

                  


          

           

          All
            terms
            defined in this Agreement shall have the defined meanings when used in
            any
            certificate, agreement or other document delivered pursuant hereto unless
            otherwise defined therein. For purposes of this Agreement and all such
            certificates and other documents, unless the context otherwise requires:
            (a)
            accounting terms not otherwise defined in this Agreement, and accounting
            terms
            partly defined in this Agreement to the extent not defined, shall have
            the
            respective meanings given to them under generally accepted accounting
            principles; (b) the words “hereof,” “herein” and “hereunder” and words of
            similar import refer to this Agreement (or the certificate, agreement
            or other
            document in which they are used) as a whole and not to any particular
            provision
            of this Agreement (or such certificate, agreement or document); (c) references
            to any Section, Schedule or Exhibit are references to Sections, Schedules
            and
            Exhibits in or to this Agreement, and references to any paragraph, subsection,
            clause or other subdivision within any Section or definition refer to
            such
            paragraph, subsection, clause or other subdivision of such Section or
            definition; (d) the term “including” means “including without limitation”; (e)
            references to any law or regulation refer to that law or regulation as
            amended
            from time to time and include any successor law or regulation; (f) references
            to
            any agreement refer to that agreement as amended from time to time; (g)
            references to any Person include that Person’s permitted successors and assigns;
            and (h) a Mortgage Loan is “30 days delinquent” if any Scheduled Payment has not
            been received by the close of business on the day immediately preceding
            the Due
            Date on which the next Scheduled Payment is due.  Similarly for “60
            days delinquent,” “90 days delinquent” and so on.  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.


          
            
              
              

            

            
              36

              
                

              

            

            
              
              

            

          


          ARTICLE
            II

          CONVEYANCE
            OF MORTGAGE LOANS;

          REPRESENTATIONS
            AND WARRANTIES

           

          
            	
                             SECTION
                      2.01.

                  	
                    Conveyance
                      of Mortgage Loans

                  


          

           

          (a)           Each
            Seller, concurrently with the execution and delivery of this Agreement,
            hereby
            sells, transfers, assigns, sets over and otherwise conveys to the Depositor,
            without recourse, all its respective right, title and interest in and
            to the
            related Mortgage Loans, including all interest and principal received
            or
            receivable by such Seller, on or with respect to the applicable Mortgage
            Loans
            after the Cut-off Date and all interest and principal payments on the
            related
            Mortgage Loans received prior to the Cut-off Date in respect of installments
            of
            interest and principal due thereafter, but not including payments of
            principal
            and interest due and payable on such Mortgage Loans on or before the
            Cut-off
            Date.  On or prior to the Closing Date, Countrywide shall deliver to
            the Depositor or, at the Depositor’s direction, to the Trustee or other designee
            of the Depositor, the Mortgage File for each Mortgage Loan listed in
            the
            Mortgage Loan Schedule (except that, in the case of the Delay Delivery
            Mortgage
            Loans (which may include Countrywide Mortgage Loans, Park Granada Mortgage
            Loans, Park Monaco Mortgage Loans or Park Sienna Mortgage Loans), such
            delivery
            may take place within thirty (30) days following the Closing
            Date).  Such delivery of the Mortgage Files shall be made against
            payment by the Depositor of the purchase price, previously agreed to
            by the
            Sellers and Depositor, for the Mortgage Loans.  With respect to any
            Mortgage Loan that does not have a first payment date on or before the
            Due Date
            in the month of the first Distribution Date, Countrywide shall deposit
            into the
            Distribution Account on or before the Distribution Account Deposit Date
            relating
            to the first Distribution Date, an amount equal to one month’s interest at the
            related Adjusted Mortgage Rate on the Cut-off Date Principal Balance
            of such
            Mortgage Loan.

           

          (b)           Immediately
            upon the conveyance of the Mortgage Loans referred to in clause (a), the
            Depositor sells, transfers, assigns, sets over and otherwise conveys
            to the
            Trustee for the benefit of the Certificateholders, without recourse,
            all the
            right, title and interest of the Depositor in and to the Trust Fund together
            with the Depositor’s right to require each Seller to cure any breach of a
            representation or warranty made in this Agreement by such Seller or to
            repurchase or substitute for any affected Mortgage Loan in accordance
            herewith.

           

          (c)           In
            connection with the transfer and assignment set forth in clause (b) above,
            the Depositor has delivered or caused to be delivered to the Trustee
            (or, in the
            case of the Delay Delivery Mortgage Loans, will deliver or cause to be
            delivered
            to the Trustee within thirty (30) days following the Closing Date) for
            the
            benefit of the Certificateholders the following documents or instruments
            with
            respect to each Mortgage Loan so assigned:

           

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

           

          
            
              
              

            

            
              37

              
                

              

            

            
              
              

            

          

           

          (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;

           

          (B)                   The
            executed Security Agreement;

           

          (C)                   The
            executed Proprietary Lease;

           

          (D)                   The
            executed Recognition Agreement;

           

          
            
              
              

            

            
              38

              
                

              

            

            
              
              

            

          

          (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
            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 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 

           

          
            
              
              

            

            
              39

              
                

              

            

            
              
              

            

          

           

          event
            that the original Mortgage is not delivered and in connection with the
            payment
            in full of the related Mortgage Loan and the public recording office
            requires
            the presentation of a “lost instruments affidavit and indemnity” or any
            equivalent document, because only a copy of the Mortgage can be delivered
            with
            the instrument of satisfaction or reconveyance, the Master Servicer shall
            execute and deliver or cause to be executed and delivered such a document
            to the
            public recording office.  In the case where a public recording office
            retains the original recorded Mortgage or in the case where a Mortgage
            is lost
            after recordation in a public recording office, Countrywide shall deliver
            to the
            Trustee a copy of such Mortgage certified by such public recording office
            to be
            a true and complete copy of the original recorded Mortgage.

           

          As
            promptly as practicable subsequent to such transfer and assignment, and
            in any
            event, within one hundred twenty (120) days after such transfer and assignment,
            the Trustee shall (A) as the assignee thereof, affix the following language
            to
            each assignment of Mortgage:  “CWALT, Inc., Series 2007-HY9, The Bank
            of New York, as trustee”, (B) cause such assignment to be in proper form for
            recording in the appropriate public office for real property records
            and (C)
            cause to be delivered for recording in the appropriate public office
            for real
            property records the assignments of the Mortgages to the Trustee, except
            that,
            (i) with respect to any assignments of Mortgage as to which the Trustee
            has not
            received the information required to prepare such assignment in recordable
            form,
            the Trustee’s obligation to do so and to deliver the same for such recording
            shall be as soon as practicable after receipt of such information and
            in any
            event within thirty (30) days after receipt thereof and (ii) the Trustee
            need
            not cause to be recorded any assignment which relates to a Mortgage Loan,
            the
            Mortgaged Property and Mortgage File relating to which are located in
            any
            jurisdiction (including Puerto Rico) under the laws of which the recordation
            of
            such assignment is not necessary to protect the Trustee’s and the
            Certificateholders’ interest in the related Mortgage Loan as evidenced by an
            opinion of counsel delivered by Countrywide to the Trustee within 90
            days of the
            Closing Date (which opinion may be in the form of a “survey” opinion and is not
            required to be delivered by counsel admitted to practice law in the jurisdiction
            as to which such legal opinion applies).

           

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

           

          Notwithstanding
            anything to the contrary in this Agreement, within thirty (30) days after
            the
            Closing Date with respect to the Mortgage Loans, Countrywide (on its
            own behalf
            and on behalf of Park Granada, Park Monaco and Park Sienna) shall either
            (i)
            deliver to the Depositor, or at the Depositor’s direction, to the Trustee or
            other designee of the Depositor the Mortgage File as required pursuant
            to this
            Section 2.01 for each Delay Delivery Mortgage Loan or (ii) either (A)
            substitute
            a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B)
            repurchase the Delay Delivery Mortgage Loan, which substitution or repurchase
            shall be accomplished in the manner and subject to the conditions set
            forth in
            Section 2.03 (treating each Delay Delivery Mortgage Loan as a Deleted
            Mortgage
            Loan for purposes of such Section 2.03); provided, however, that if
            Countrywide fails to deliver a Mortgage File for any Delay Delivery Mortgage
            Loan within the thirty (30)-day period provided in the prior sentence,
            Countrywide (on its own behalf and on behalf of Park Granada, Park Monaco
            and
            Park Sienna) shall use its best reasonable efforts to effect a substitution,
            rather than a repurchase of, such Deleted Mortgage Loan and provided
            further
            that the cure period provided for in Section 2.02 or in
            Section 2.03

           

          
            
              
              

            

            
              40

              
                

              

            

            
              
              

            

          

           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.

           

          (d)           Neither
            the Depositor nor the Trust will acquire or hold any Mortgage Loan that
            would
            violate the representations made by Countrywide set forth in clause (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 (an “Initial
            Certification”) and declares that it holds and will hold such documents and the
            other documents delivered to it constituting the Mortgage Files, and
            that it
            holds or will hold such other assets as are included in the Trust Fund,
            in trust
            for the exclusive use and benefit of all present and future
            Certificateholders.  The Trustee acknowledges that it will maintain
            possession of the Mortgage Notes in the State of California, unless otherwise
            permitted by the Rating Agencies.

           

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

           

          On
            or
            about the thirtieth (30th) day after the Closing Date, the Trustee
            shall deliver to the Depositor, the Master Servicer and Countrywide (on
            its own
            behalf and on behalf of Park Granada, Park Monaco and Park Sienna) a
            Delay
            Delivery Certification with respect to the Mortgage Loans in the form
            annexed
            hereto as Exhibit G (a “Delay Delivery Certification”), with any applicable
            exceptions noted thereon.

           

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

           

          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

           

          
            
              
              

            

            
              41

              
                

              

            

            
              
              

            

          

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

           

          
            
              
              

            

            
              42

              
                

              

            

            
              
              

            

          

           

          (b)           [Reserved].

           

          (c)           [Reserved].

           

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

           

          (e)           It
            is understood and agreed that the respective obligations of each Seller
            to
            substitute for or to purchase any Mortgage Loan sold to the Depositor
            by it
            which does not meet the requirements of Section 2.01 above shall constitute
            the sole remedy respecting such defect available to the Trustee, the
            Depositor
            and any Certificateholder against that Seller.

           

          
            	
                             SECTION
                      2.03.

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

                  


          

           

          (a)           Countrywide
            hereby makes the representations and warranties set forth in (i) Schedule
            II-A,
            Schedule II-B, Schedule II-C and Schedule II-D hereto, and by this reference
            incorporated herein, to the Depositor, the Master Servicer and the Trustee,
            as
            of the Closing Date, (ii) Schedule III-A hereto, and by this reference
            incorporated herein, to the Depositor, the Master Servicer and the Trustee,
            as
            of the Closing Date, or if so specified therein, as of the Cut-off Date
            with
            respect to the Mortgage Loans, and (iii) Schedule III-B hereto, and by
            this
            reference incorporated herein, to the Depositor, the Master Servicer
            and the
            Trustee, as of the Closing Date, or if so specified therein, as of the
            Cut-off
            Date with respect to the Mortgage Loans that are Countrywide Mortgage
            Loans.  Park Granada hereby makes the representations and warranties
            set forth in (i) Schedule II-B hereto, and by this reference incorporated
            herein, to the Depositor, the Master Servicer and the Trustee, as of
            the Closing
            Date and (ii) Schedule III-C hereto, and by this reference incorporated
            herein,
            to the Depositor, the Master Servicer and the Trustee, as of the Closing
            Date,
            or if so specified therein, as of the Cut-off Date with respect to the
            Mortgage
            Loans that are Park Granada Mortgage Loans.  Park Monaco hereby makes
            the representations and warranties set forth in (i) Schedule II-C hereto,
            and by this reference incorporated herein, to the Depositor, the Master
            Servicer
            and the Trustee, as of the Closing Date and (ii) Schedule III-D hereto, and
            by this reference incorporated herein, to the Depositor, the Master Servicer
            and
            the Trustee, as of the Closing Date, or if so specified therein, as of
            the
            Cut-off Date with respect to the Mortgage Loans that are Park Monaco
            Mortgage
            Loans.  Park Sienna hereby makes the representations and warranties
            set forth in (i) Schedule II-D hereto, and by this reference incorporated
            herein, to the Depositor, the Master Servicer and the Trustee, as of
            the Closing
            Date and (ii) Schedule III-E hereto, and by this reference incorporated
            herein, to the Depositor, the Master Servicer and the Trustee, as of
            the Closing
            Date, or if so specified therein, as of the Cut-off Date with respect
            to the
            Mortgage Loans that are Park Sienna Mortgage Loans.

           

          (b)           The
            Master Servicer hereby makes the representations and warranties set forth
            in
            Schedule IV hereto, and by this reference incorporated herein, to the
            Depositor
            and the Trustee, as of the Closing Date.

           

          
            
              
              

            

            
              43

              
                

              

            

            
              
              

            

          

           

          (c)           Upon
            discovery by any of the parties hereto of a breach of a representation
            or
            warranty with respect to a Mortgage Loan made pursuant to Section 2.03(a)
            that materially and adversely affects the interests of the Certificateholders
            in
            that Mortgage Loan, the party discovering such breach shall give prompt
            notice
            thereof to the other parties and the NIM Insurer.  Each Seller hereby
            covenants that within 90 days of the earlier of its discovery or its
            receipt of
            written notice from any party of a breach of any representation or warranty
            with
            respect to a Mortgage Loan sold by it pursuant to Section 2.03(a) that
            materially and adversely affects the interests of the Certificateholders
            in that
            Mortgage Loan, it shall cure such breach in all material respects, and
            if such
            breach is not so cured, shall, (i) if such 90-day period expires prior to
            the second anniversary of the Closing Date, remove such Mortgage Loan
            (a
“Deleted Mortgage Loan”) from the Trust Fund and substitute in its place a
            Substitute Mortgage Loan, in the manner and subject to the conditions
            set forth
            in this Section; or (ii) repurchase the affected Mortgage Loan or Mortgage
            Loans from the Trustee at the Purchase Price in the manner set forth
            below;
            provided, however, that any such substitution pursuant to (i) above shall
            not be
            effected prior to the delivery to the Trustee of the Opinion of Counsel
            required
            by Section 2.05, if any, and any such substitution pursuant to (i) above
            shall not be effected prior to the additional delivery to the Trustee
            of a
            Request for Release substantially in the form of Exhibit N and the Mortgage
            File for any such Substitute Mortgage Loan.  The Seller repurchasing a
            Mortgage Loan pursuant to this Section 2.03(c) shall promptly reimburse
            the
            Master Servicer and the Trustee for any expenses reasonably incurred
            by the
            Master Servicer or the Trustee in respect of enforcing the remedies for
            such
            breach.  With respect to the representations and warranties described
            in this Section which are made to the best of a Seller’s knowledge, if it
            is discovered by either the Depositor, a Seller or the Trustee that the
            substance of such representation and warranty is inaccurate and such
            inaccuracy
            materially and adversely affects the value of the related Mortgage Loan
            or the
            interests of the Certificateholders therein, notwithstanding that Seller’s lack
            of knowledge with respect to the substance of such representation or
            warranty,
            such inaccuracy shall be deemed a breach of the applicable representation
            or
            warranty.

           

          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 

           

          
            
              
              

            

            
              44

              
                

              

            

            
              
              

            

          

           

          such
            substitution and the deposit to the Certificate Account of the amount
            required
            to be deposited therein in connection with such substitution as described
            in the
            following paragraph, the Trustee shall release the Mortgage File held
            for the
            benefit of the Certificateholders relating to such Deleted Mortgage Loan
            to the
            related Seller and shall execute and deliver at such Seller’s direction such
            instruments of transfer or assignment prepared by Countrywide (on its
            own behalf
            and on behalf of Park Granada, Park Monaco and Park Sienna), in each
            case
            without recourse, as shall be necessary to vest title in that Seller,
            or its
            designee, the Trustee’s interest in any Deleted Mortgage Loan substituted for
            pursuant to this Section 2.03.

           

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

           

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

           

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

           

          
            	
                            
                      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.

           

          
            
              
              

            

            
              45

              
                

              

            

            
              
              

            

          

           

          The
            Depositor hereby assigns, transfers and conveys to the Trustee all of
            its rights
            with respect to the Mortgage Loans including, without limitation, the
            representations and warranties of each Seller made pursuant to
            Section 2.03(a), together with all rights of the Depositor to require a
            Seller to cure any breach thereof or to repurchase or substitute for
            any
            affected Mortgage Loan in accordance with this Agreement.

           

          It
            is
            understood and agreed that the representations and warranties set forth
            in this
            Section 2.04 shall survive delivery of the Mortgage Files to the
            Trustee.  Upon discovery by the Depositor or the Trustee of a breach
            of any of the foregoing representations and warranties set forth in this
            Section
            2.04 (referred to herein as a “breach”), which breach materially and adversely
            affects the interest of the Certificateholders, the party discovering
            such
            breach shall give prompt written notice to the others and to each Rating
            Agency
            and the NIM Insurer.

           

          
            	
                            
                      SECTION 2.05.

                  	
                    Delivery
                      of Opinion of Counsel in Connection with
                      Substitutions.

                  


          

           

          (a)           Notwithstanding
            any contrary provision of this Agreement, no substitution pursuant to
            Section 2.02 or Section 2.03 shall be made more than 90 days after the
            Closing Date unless Countrywide delivers to the Trustee an Opinion of
            Counsel,
            which Opinion of Counsel shall not be at the expense of either the Trustee
            or
            the Trust Fund, addressed to the Trustee, to the effect that such substitution
            will not (i) result in the imposition of the tax on “prohibited transactions” on
            the Trust Fund or contributions after the Startup Date, as defined in
            Sections
            860F(a)(2) and 860G(d) of the Code, respectively, or (ii) cause any REMIC
            created under this Agreement to fail to qualify as a REMIC at any time
            that any
            Certificates are outstanding.

           

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

           

          
            	
                            
                      SECTION 2.06.

                  	
                    Execution
                      and Delivery of Certificates.

                  


          

           

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

           

          
            
              
              

            

            
              46

              
                

              

            

            
              
              

            

          

           

          
            	
                            
                      SECTION 2.07.

                  	
                    REMIC
                      Matters.

                  


          

           

          The
            Preliminary Statement sets forth the designations and “latest possible maturity
            date” for federal income tax purposes of all interests created
            hereby.  The “Startup Day” for purposes of the REMIC Provisions shall
            be the Closing Date.  The “tax matters person” with respect to each
            REMIC hereunder shall be the Trustee and the Trustee shall hold the Tax
            Matters
            Person Certificate.  Each REMIC’s fiscal year shall be the calendar
            year.

           

          
            	
                            
                      SECTION 2.08.

                  	
                    Covenants
                      of the Master Servicer.

                  


          

           

          The
            Master Servicer hereby covenants to the Depositor and the Trustee as
            follows:

           

          (a)           the
            Master Servicer shall comply in the performance of its obligations under
            this
            Agreement with all reasonable rules and requirements of the insurer under
            each
            Required Insurance Policy; and

           

          (b)           no
            written information, certificate of an officer, statement furnished in
            writing
            or written report delivered to the Depositor, any affiliate of the Depositor
            or
            the Trustee and prepared by the Master Servicer pursuant to this Agreement
            will
            contain any untrue statement of a material fact or omit to state a material
            fact
            necessary to make such information, certificate, statement or report
            not
            misleading.


          
            
              
              

            

            
              47

              
                

              

            

            
              
              

            

          


          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.

           

          
            
              
              

            

            
              48

              
                

              

            

            
              
              

            

          

           

          In
            accordance with the standards of the preceding paragraph, the Master
            Servicer
            shall advance or cause to be advanced funds as necessary for the purpose
            of
            effecting the payment of taxes and assessments on the Mortgaged Properties,
            which advances shall be reimbursable in the first instance from related
            collections from the Mortgagors pursuant to Section 3.06, and further as
            provided in Section 3.08.  The costs incurred by the Master
            Servicer, if any, in effecting the timely payments of taxes and assessments
            on
            the Mortgaged Properties and related insurance premiums shall not, for
            the
            purpose of calculating monthly distributions to the Certificateholders,
            be added
            to the Stated Principal Balances of the related Mortgage Loans, notwithstanding
            that the terms of such Mortgage Loans so permit.

           

          
            	
                            
                      SECTION 3.02.

                  	
                    Subservicing;
                      Enforcement of the Obligations of
                      Subservicers.

                  


          

           

          (a)           The
            Master Servicer may arrange for the subservicing of any Mortgage Loan
            by a
            Subservicer pursuant to a subservicing agreement; provided, however,
            that such
            subservicing arrangement and the terms of the related subservicing agreement
            must provide for the servicing of such Mortgage Loans in a manner consistent
            with the servicing arrangements contemplated under this Agreement; provided,
            however, that the NIM Insurer shall have consented to such subservicing
            agreements (which consent shall not be unreasonably withheld).  Unless
            the context otherwise requires, references in this Agreement to actions
            taken or
            to be taken by the Master Servicer in servicing the Mortgage Loans include
            actions taken or to be taken by a Subservicer on behalf of the Master
            Servicer.  Notwithstanding the provisions of any subservicing
            agreement, any of the provisions of this Agreement relating to agreements
            or
            arrangements between the Master Servicer and a Subservicer or reference
            to
            actions taken through a Subservicer or otherwise, the Master Servicer
            shall
            remain obligated and liable to the Depositor, the Trustee and the
            Certificateholders for the servicing and administration of the Mortgage
            Loans in
            accordance with the provisions of this Agreement without diminution of
            such
            obligation or liability by virtue of such subservicing agreements or
            arrangements or by virtue of indemnification from the Subservicer and
            to the
            same extent and under the same terms and conditions as if the Master
            Servicer
            alone were servicing and administering the Mortgage Loans.  All
            actions of each Subservicer performed pursuant to the related subservicing
            agreement shall be performed as an agent of the Master Servicer with
            the same
            force and effect as if performed directly by the Master Servicer.

           

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

           

          
            	
                            
                      SECTION 3.03.

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

                  


          

           

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


           

          
            
              
              

            

            
              49

              
                

              

            

            
              
              

            

          

          or
            failure to act by the Master Servicer nor shall the Trustee or the Depositor
            be
            obligated to supervise the performance of the Master Servicer under this
            Agreement or otherwise.

           

          
            	
                            
                      SECTION 3.04.

                  	
                    Trustee
                      to Act as Master Servicer.

                  


          

           

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

           

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

           

          
            	
                             SECTION
                      3.05.

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

                  


          

           

          (a)           The
            Master Servicer shall make reasonable efforts in accordance with the
            customary
            and usual standards of practice of prudent mortgage servicers to collect
            all
            payments called for under the terms and provisions of the Mortgage Loans
            to the
            extent such procedures shall be consistent with this Agreement and the
            terms and
            provisions of any related Required Insurance Policy.  Consistent with
            the foregoing, the Master Servicer may in its discretion (i) waive any late
            payment charge or, subject to Section 3.20, any Prepayment Charge or
            penalty
            interest in connection with the prepayment of a Mortgage Loan and
            (ii) extend the due dates for payments due on a Mortgage Note for a period
            not greater than 180 days; provided, however, that the Master Servicer
            cannot
            extend the maturity of any such Mortgage Loan past the date on which
            the final
            payment is due on the latest maturing Mortgage Loan as of the Cut-off
            Date.  In the event of any such arrangement, the Master Servicer shall
            make Advances on the related Mortgage Loan in accordance with the provisions
            of
            Section 4.01 during the scheduled period in accordance with the
            amortization schedule of such Mortgage Loan without modification thereof
            by
            reason of such arrangements.  In addition, the NIM Insurer’s prior
            written consent shall be required for any waiver of Prepayment Charges
            or for
            the extension of the due dates for payments due on a Mortgage Note, if
            the
            aggregate number of outstanding Mortgage Loans that 

           

          
            
              
              

            

            
              50

              
                

              

            

            
              
              

            

          

           

          have
            been
            granted such waivers or extensions exceeds 5% of the aggregate number
            of
            Mortgage Loans.  The Master Servicer shall not be required to
            institute or join in litigation with respect to collection of any payment
            (whether under a Mortgage, Mortgage Note or otherwise or against any
            public or
            governmental authority with respect to a taking or condemnation) if it
            reasonably believes that enforcing the provision of the Mortgage or other
            instrument pursuant to which such payment is required is prohibited by
            applicable law.

           

          (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 under this
            Agreement:

           

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

           

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

           

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

           

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

           

          (v)           
            any amounts required to be deposited by the Master Servicer pursuant
            to Section
            3.09(c) and in respect of net monthly income from REO Property pursuant
            to
            Section 3.11;

           

          (vi)           
            all Substitution Adjustment Amounts;

           

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

           

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

           

          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 

           

          
            
              
              

            

            
              51

              
                

              

            

            
              
              

            

          

          Mortgagor,
            the Master Servicer shall cause funds to be deposited into the Certificate
            Account in an amount required to cause an amount of interest to be paid
            with
            respect to such Mortgage Loan equal to the amount of interest that has
            accrued
            on such Mortgage Loan from the preceding Due Date at the Mortgage Rate
            net of
            the related Master Servicing Fee.

           

          The
            foregoing requirements for remittance by the Master Servicer shall be
            exclusive,
            it being understood and agreed that, without limiting the generality
            of the
            foregoing, payments in the nature of late payment charges or assumption
            fees, if
            collected, need not be remitted by the Master Servicer.  In the event
            that the Master Servicer shall remit any amount not required to be remitted,
            it
            may at any time withdraw or direct the institution maintaining the Certificate
            Account to withdraw such amount from the Certificate Account, any provision
            in
            this Agreement to the contrary notwithstanding.  Such withdrawal or
            direction may be accomplished by delivering written notice thereof to
            the
            Trustee or such other institution maintaining the Certificate Account
            which
            describes the amounts deposited in error in the Certificate
            Account.  The Master Servicer shall maintain adequate records with
            respect to all withdrawals made pursuant to this Section.  All funds
            deposited in the Certificate Account shall be held in trust for the
            Certificateholders until withdrawn in accordance with Section 3.08.

           

          (c)           The
            Trustee shall establish and maintain, on behalf of the Holders of the
            Class P
            Certificates, a Principal Reserve Fund in the name of the Trustee.  On
            the Closing Date, the Depositor shall deposit into the Principal Reserve
            Fund
            $100.  Funds on deposit in the Principal Reserve Fund shall not be
            invested.  The Principal Reserve Fund shall be treated as an “outside
            reserve fund” under applicable Treasury regulations and shall not be part of any
            REMIC created under this Agreement.  Amounts on deposit in the
            Principal Reserve Fund shall not be invested.

           

          (d)           The
            Trustee shall establish and maintain, on behalf of the Certificateholders,
            the
            Distribution Account.  The Trustee shall, promptly upon receipt,
            deposit in the Distribution Account and retain in the Distribution Account
            the
            following:

           

          (i)           the
            aggregate amount remitted by the Master Servicer to the Trustee pursuant
            to
            Section 3.08(a)(ix);

           

          (ii)           any
            amount deposited by the Master Servicer or the Depositor pursuant to
            Section 3.05(e) in connection with any losses on Permitted Investments for
            which it is responsible; and

           

          (iii)           any
            other amounts deposited hereunder which are required to be deposited
            in the
            Distribution Account.

           

          In
            the
            event that the Master Servicer shall remit any amount not required to
            be
            remitted, it may at any time direct the Trustee to withdraw such amount
            from the
            Distribution Account, any provision in this Agreement to the contrary
            notwithstanding.  Such direction may be accomplished by delivering an
            Officer’s Certificate to the Trustee which describes the amounts deposited in
            error in the Distribution Account.  All funds deposited in the
            Distribution Account shall be held by the Trustee in trust for the
            Certificateholders until disbursed in accordance with this Agreement
            or
            withdrawn in accordance with Section 3.08.  In no event shall the
            Trustee incur liability for withdrawals from the Distribution Account
            at the
            direction of the Master Servicer.

           

          
            
              
              

            

            
              52

              
                

              

            

            
              
              

            

          

           

          (e)           Each
            institution at which the Certificate Account or the Distribution Account
            is
            maintained shall invest the funds therein as directed in writing by the
            Master
            Servicer in Permitted Investments, which shall mature not later than
            (i) in the
            case of the Certificate Account, the second Business Day next preceding
            the
            related Distribution Account Deposit Date (except that if such Permitted
            Investment is an obligation of the institution that maintains such account,
            then
            such Permitted Investment shall mature not later than the Business Day
            next
            preceding such Distribution Account Deposit Date) and (ii) in the case
            of the
            Distribution Account, the Business Day next preceding the Distribution
            Date
            (except that if such Permitted Investment is an obligation of the institution
            that maintains such fund or account, then such Permitted Investment shall
            mature
            not later than such Distribution Date) and, in each case, shall not be
            sold or
            disposed of prior to its maturity.  All such Permitted Investments
            shall be made in the name of the Trustee, for the benefit of the
            Certificateholders.  All income and gain net of any losses realized
            from any such investment of funds on deposit in the Certificate Account,
            or the
            Distribution Account shall be for the benefit of the Master Servicer
            as
            servicing compensation and shall be remitted to it monthly as provided
            in this
            Agreement.  The amount of any realized losses in the Certificate
            Account or the Distribution Account incurred in any such account in respect
            of
            any such investments shall promptly be deposited by the Master Servicer
            in the
            Certificate Account or paid to the Trustee for deposit into the Distribution
            Account, as applicable.  The Trustee in its fiduciary capacity shall
            not be liable for the amount of any loss incurred in respect of any investment
            or lack of investment of funds held in the Certificate Account or the
            Distribution Account and made in accordance with this Section 3.05.

           

          (f)           The
            Master Servicer shall give notice to the Trustee, each Seller, each Rating
            Agency and the Depositor of any proposed change of the location of the
            Certificate Account prior to any change thereof.  The Trustee shall
            give notice to the Master Servicer, each Seller, each Rating Agency and
            the
            Depositor of any proposed change of the location of the Distribution
            Account or
            the Carryover Reserve Fund or any Derivative Account prior to any change
            thereof.

           

          (g)           On
            the Closing Date, the Trustee shall establish and maintain in its name,
            in trust
            for the benefit of the Holders of the LIBOR Certificates, the Carryover
            Reserve
            Fund and shall deposit $1,000 therein upon receipt from or on behalf
            of the
            Depositor of such amount.  The Carryover Reserve Fund shall be an
            Eligible Account, and funds on deposit therein shall be held separate
            and apart
            from, and shall not be commingled with, any other moneys, including without
            limitation, other moneys held by the Trustee pursuant to this
            Agreement.

           

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

           

          
            
              
              

            

            
              53

              
                

              

            

            
              
              

            

          

           

          Trustee
            shall not be liable for the amount of any loss incurred in respect of
            any
            investment or lack of investment of funds held in the Carryover Reserve
            Fund and
            made in accordance with this Section 3.05.  The Carryover Reserve Fund
            will not constitute an asset of any REMIC created hereunder.  The
            Class C Certificates shall evidence ownership of the Carryover Reserve
            Fund for
            federal tax purposes.

           

          (h)           On
            the Closing Date, there is hereby established a separate trust (the
“Supplemental Interest Trust”), the assets of which shall consist of the
            Derivative Accounts and the Supplemental Interest Trustee’s rights and
            obligations under each Derivative Agreement.  The Supplemental
            Interest Trust shall be maintained by the Supplemental Interest Trustee,
            who
            initially shall be the Trustee.

           

          On
            the
            Closing Date, the Supplemental Interest Trustee shall establish and maintain
            four separate, segregated trust accounts to be held in the Supplemental
            Interest
            Trust, titled:

           

          (i)           
            “Certificate Swap Account, The Bank of New York, as Supplemental Interest
            Trustee, in trust for the Swap Counterparty and the registered holders
            of the
            LIBOR Certificates of CWALT, Inc., Mortgage Pass-Through Certificates,
            Series
            2007-HY9”;

           

          (ii)           “Subordinated
            Certificate Swap Account, The Bank of New York, as Supplemental Interest
            Trustee, in trust for the Swap Counterparty and the registered holders
            of the
            LIBOR Certificates of CWALT, Inc., Mortgage Pass-Through Certificates,
            Series
            2007-HY9”; and

           

          (iii)           “Subordinated
            Certificate Corridor Account, The Bank of New York, as Supplemental Interest
            Trustee, in trust for the registered holders of the LIBOR Certificates
            of CWALT,
            Inc., Mortgage Pass-Through Certificates, Series 2007-HY9”.

           

          On
            the
            Closing Date, the Trustee shall deposit $1,000 in each of the Certificate
            Swap
            Account, the Subordinated Certificate Swap Account and the Subordinated
            Certificate Corridor Account upon receipt from or on behalf of the Depositor
            of
            such amounts.

           

          Each
            Account listed above shall be an Eligible Account (for purposes of the
            definition of “Eligible Account”, the Subordinated Certificate Corridor Account
            shall be treated as the Pre-Funding Account and the Capitalized Interest
            Account
            are treated under that definition) and funds on deposit therein shall
            be held
            separate and apart from, and shall not be commingled with, any other
            moneys,
            including, without limitation, other moneys held by the Trustee or Supplemental
            Interest Trustee pursuant to this Agreement.  For federal income tax
            purposes, the Supplemental Interest Trust, including the Accounts therein,
            shall
            be owned by the Underwriter.

           

          On
            each
            Distribution Date, the Trustee shall make the deposits to the Certificate
            Swap
            Account and the Subordinated Certificate Swap Account required by Section
            4.02.  On each Distribution Date, the Supplemental Interest Trustee
            shall deposit into each Derivative Account all amounts received in respect
            of
            the related Derivative Agreement from the related Counterparty for the
            related
            Accrual Period. The Supplemental Interest Trustee shall make withdrawals
            from
            each Derivative Account to make distributions pursuant to Section 4.02(e)
            exclusively (other than as expressly provided for in Section 3.08).

           

          
            
              
              

            

            
              54

              
                

              

            

            
              
              

            

          

           

          Notwithstanding
            anything to the contrary in this Agreement, the Supplemental Interest
            Trustee
            shall be allowed to transfer funds in any Account to the Trustee to facilitate,
            for administrative purposes, distribution of such funds to Certificateholders
            through the Distribution Account.

           

          Funds
            in
            each Derivative Account shall be invested by the Supplemental Interest
            Trustee
            in The Bank of New York cash reserves.  All such Permitted Investments
            shall be made in the name of the Supplemental Interest Trustee, for the
            benefit
            of the Holders of the related Classes of Covered Certificates.  Any
            net investment earnings on such amounts shall be retained therein until
            withdrawn as provided in Section 3.08.  Any losses incurred in a
            Derivative Account in respect of any such investments shall be charged
            against
            amounts on deposit in that Derivative Account (or such investments) immediately
            as realized.  The Supplemental Interest Trustee shall not be liable
            for the amount of any loss incurred in respect of any investment or lack
            of
            investment of funds held in a Derivative Account and made in accordance
            with
            this Section 3.05.

           

          The
            Supplemental Interest Trust and the Derivative Accounts will not constitute
            an
            asset of the Trust Fund or any REMIC created hereunder.

           

          
            	
                            
                      SECTION 3.06.

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

                  


          

           

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

           

          (b)           Withdrawals
            of amounts so collected from the Escrow Accounts may be made only to
            effect
            timely payment of taxes, assessments, hazard insurance premiums, condominium
            or
            PUD association dues, or comparable items, to reimburse the Master Servicer
            out
            of related collections for any payments made pursuant to Sections 3.01
            (with respect to taxes and assessments and insurance premiums) and 3.09
            (with
            respect to hazard insurance), to refund to any Mortgagors any sums determined
            to
            be overages, to pay interest, if required by law or the terms of the
            related
            Mortgage or Mortgage Note, to Mortgagors on balances in the Escrow Account
            or to
            clear and terminate the Escrow Account at the termination of this Agreement
            in
            accordance with Section 9.01.  The Escrow Accounts shall not be a
            part of the Trust Fund.

           

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

           

          
            	
                            
                      SECTION 3.07.

                  	
                    Access
                      to Certain Documentation and Information Regarding the Mortgage
                      Loans.

                  


          

           

          
            
              
              

            

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

           

          Upon
            reasonable advance notice in writing, the Master Servicer will provide
            to each
            Certificateholder and/or Certificate Owner which is a savings and loan
            association, bank or insurance company certain reports and reasonable
            access to
            information and documentation regarding the Mortgage Loans sufficient
            to permit
            such Certificateholder and/or Certificate Owner to comply with applicable
            regulations of the OTS or other regulatory authorities with respect to
            investment in the Certificates; provided that the Master Servicer shall
            be
            entitled to be reimbursed by each such Certificateholder and/or Certificate
            Owner for actual expenses incurred by the Master Servicer in providing
            such
            reports and access.  Upon request, the Master Servicer shall furnish
            to the Trustee and the NIM Insurer its most recent publicly available
            financial
            statements and any other information relating to its capacity to perform
            its
            obligations under this Agreement reasonably requested by the NIM
            Insurer.

           

          
            	
                           
                      SECTION 3.08.

                  	
                    Permitted
                      Withdrawals from the Certificate Account, the Distribution
                      Account, the
                      Carryover Reserve Fund; the Principal Reserve Fund and the
                      Derivative
                      Accounts.

                  


          

           

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

           

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

           

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

           

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

           

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

           

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

           

          
            
              
              

            

            
              56

              
                

              

            

            
              
              

            

          

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

           

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

           

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

           

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

           

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

           

          The
            Master Servicer shall keep and maintain separate accounting, on a Mortgage
            Loan
            by Mortgage Loan basis, for the purpose of justifying any withdrawal
            from the
            Certificate Account pursuant to such subclauses (i), (ii), (iv), (v)
            and
            (vi).  Prior to making any withdrawal from the Certificate Account
            pursuant to subclause (iii), the Master Servicer shall deliver to the
            Trustee an
            Officer’s Certificate of a Servicing Officer indicating the amount of any
            previous Advance determined by the Master Servicer to be a Nonrecoverable
            Advance and identifying the related Mortgage Loans(s), and their respective
            portions of such Nonrecoverable Advance.

           

          (b)           The
            Trustee shall withdraw funds from the Distribution Account for distributions
            to
            Certificateholders and remittance to the Certificate Swap Account and
            the
            Subordinated Certificate Swap Account, in the manner specified in this
            Agreement
            (and to withhold from the amounts so withdrawn, the amount of any taxes
            that it
            is authorized to withhold pursuant to the third paragraph of Section
            8.11).  In addition, the Trustee may from time to time make
            withdrawals from the Distribution Account for the following
            purposes:

           

          (i)             to
            pay to itself the Trustee Fee for the related Distribution Date;

           

          (ii)           
            to pay to the Master Servicer as additional servicing compensation earnings
            on
            or investment income with respect to funds in the Distribution
            Account;

           

          (iii)           to
            withdraw and return to the Master Servicer any amount deposited in the
            Distribution Account and not required to be deposited therein;

           

          (iv)           to
            reimburse the Trustee for any unreimbursed Advances made by it pursuant
            to
            Section 4.01(b) hereof, such right of reimbursement pursuant to this
            subclause
            (iv) being limited to (x) amounts received on the related Mortgage Loan(s)
            in
            respect of which any such Advance was made and (y) amounts not otherwise
            reimbursed to the Trustee pursuant to Section 3.08(a)(ii) hereof;

           

          
            
              
              

            

            
              57

              
                

              

            

            
              
              

            

          

           

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

           

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

           

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

           

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

           

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

           

          (d)           (i)  The
            Supplemental Interest Trustee shall withdraw funds from the Certificate
            Swap
            Account for distribution to the Swap Counterparty and the Class A-1 Certificates
            and the Subordinated Certificates in the manner specified in Section
            4.02(e)(i)
            (and to withhold from the amounts so withdrawn the amount of any taxes
            that it
            is authorized to retain pursuant to the third paragraph of Section
            8.11).  In addition, the Supplemental Interest Trustee may from time
            to time make withdrawals from the Certificate Swap Account for the following
            purposes:

           

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

           

          
            
              
              

            

            
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          (B)           to
            clear and terminate the Certificate Swap Account upon the earlier of
            (1) the
            Certificate Swap Contract Termination Date and (2) the termination of
            this
            Agreement pursuant to Section 9.01;

           

          (ii)  The
            Supplemental Interest Trustee shall withdraw funds from the Subordinated
            Certificate Swap Account for distribution to the Swap Counterparty and
            the Class
            A-1 Certificates and the Subordinated Certificates in the manner specified
            in
            Section 4.02(e)(ii) (and to withhold from the amounts so withdrawn the
            amount of
            any taxes that it is authorized to retain pursuant to the third paragraph
            of
            Section 8.11).  In addition, the Supplemental Interest Trustee may
            from time to time make withdrawals from the Subordinated Certificate
            Swap
            Account for the following purposes:

           

          (A)           to
            withdraw any amount deposited in the Subordinated Certificate Swap Account
            and
            not required to be deposited therein; and

           

          (B)           to
            clear and terminate the Subordinated Certificate Swap Account upon the
            earlier
            of (1) the Subordinated Certificate Swap Contract Termination Date and
            (2) the
            termination of this Agreement pursuant to Section 9.01; and

           

          (iii)  The
            Supplemental Interest Trustee shall withdraw funds from the Subordinated
            Certificate Corridor Account for distribution to the Senior Certificates
            (other
            than the Class A-R Certificates and Notional Amount Certificates) and
            Subordinated Certificates in the manner specified in Section 4.02(e)(vi)
            (and to
            withhold from the amounts so withdrawn the amount of any taxes that it
            is
            authorized to retain pursuant to the third paragraph of Section
            8.11).  In addition, the Supplemental Interest Trustee may from time
            to time make withdrawals from the Subordinated Certificate Corridor Account
            for
            the following purposes:

           

          (A)           to
            withdraw any amount deposited in the Subordinated Certificate Corridor
            Account
            and not required to be deposited therein; and

           

          (B)           to
            clear and terminate the Subordinated Certificate Corridor Account upon
            the
            earlier of (1) the Subordinated Certificate Corridor Termination Date
            and (2)
            the termination of this Agreement pursuant to Section 9.01.

           

          (e)           On
            the Business Day before the Class P Principal Distribution Date, the
            Trustee
            shall transfer $100.00 from the Principal Reserve Fund to the Distribution
            Account and shall distribute such amount to the Class P Certificates
            on the
            Class P Principal Distribution Date.  Following the distribution to be
            made in accordance with the preceding sentence, the Trustee shall then
            terminate
            the Principal Reserve Fund.

           

          
            	
                            
                      SECTION 3.09.

                  	
                    Maintenance
                      of Hazard Insurance; Maintenance of Primary Insurance
                      Policies.

                  


          

           

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

           

          
            
              
              

            

            
              59

              
                

              

            

            
              
              

            

          

           

          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)           [Reserved].

           

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

           

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

           

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

           

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

           

          
            	
                            
                      SECTION 3.10.

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

                  


          

           

          (a)           Except
            as otherwise provided in this Section, when any property subject to a
            Mortgage
            has been conveyed by the Mortgagor, the Master Servicer shall to the
            extent that
            it has knowledge of such conveyance, enforce any due-on-sale clause contained
            in
            any Mortgage Note or Mortgage, to the extent permitted under applicable
            law and
            governmental regulations, but only to the extent that such enforcement
            will not
            adversely affect or jeopardize coverage under any Required Insurance
            Policy.  Notwithstanding the foregoing, the Master Servicer is not
            required to exercise such rights with respect to a Mortgage Loan if the
            Person
            to whom the related Mortgaged Property has been conveyed or is proposed
            to be
            conveyed satisfies the terms 

           

          
            
              
              

            

            
              60

              
                

              

            

            
              
              

            

          

           

          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.

           

          
            	
                            
                      SECTION 3.11.

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

                  


          

           

          
            
              
              

            

            
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          (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
            thereof from the proceeds of liquidation of the Mortgage Loan and Subsequent
            Recoveries with respect to the related Mortgaged Property, as provided
            in the
            definition of Liquidation Proceeds.  If the Master Servicer has
            knowledge that a Mortgaged Property which the Master Servicer is contemplating
            acquiring in foreclosure or by deed in lieu of foreclosure is located
            within a 1
            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, 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 

           

          
            
              
              

            

            
              62

              
                

              

            

            
              
              

            

          

          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
            such calendar month, such excess shall be considered to be a partial
            prepayment
            of principal of the related Mortgage Loan.

           

          
            
              
              

            

            
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          The
            proceeds from any liquidation of a Mortgage Loan, as well as any income
            from an
            REO Property, will be applied in the following order of priority: first,
            to
            reimburse the Master Servicer for any related unreimbursed Servicing
            Advances
            and Master Servicing Fees; second, to reimburse the Master Servicer or
            the
            Trustee for any unreimbursed Advances; third, to reimburse the Certificate
            Account for any Nonrecoverable Advances (or portions thereof) that were
            previously withdrawn by the Master Servicer or the Trustee pursuant to
            Section 3.08(a)(iii) that related to such Mortgage Loan; fourth, to accrued
            and unpaid interest (to the extent no Advance has been made for such
            amount or
            any such Advance has been reimbursed) on the Mortgage Loan or related
            REO
            Property, at the Adjusted Net Mortgage Rate to the Due Date occurring
            in the
            month in which such amounts are required to be distributed; and fifth,
            as a
            recovery of principal of the Mortgage Loan.  Excess Proceeds, if any,
            from the liquidation of a Liquidated Mortgage Loan will be retained by
            the
            Master Servicer as additional servicing compensation pursuant to Section
            3.14.

           

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

           

          (b)           Countrywide
            is permitted to solicit Mortgagors for reductions to the Mortgage Rates
            of their
            respective Mortgage Loans so long as the Mortgagors are not selected
            for
            solicitation based on the inclusion of the related Mortgage Loans in
            the Trust
            Fund.  If a Mortgagor requests a reduction to the Mortgage Rate for
            the related Mortgage Loan, the Master Servicer shall agree to a reduction
            in the
            Mortgage Rate of that Mortgage Loan (the “Modified Mortgage Loan”) if (i) no
            monetary default exists with respect to such Mortgage Loan and (ii) Countrywide,
            in its corporate capacity, agrees to purchase the Modified Mortgage Loan
            from
            the Trust Fund immediately following the modification as described
            below.  Effective immediately after the modification, and, in any
            event, on the same Business Day on which the modification occurs, all
            interest
            of the Trustee in the Modified Mortgage Loan shall automatically be deemed
            transferred and assigned to Countrywide and all benefits and burdens
            of
            ownership thereof, including the right to accrued interest thereon from
            the date
            of modification and the risk of default thereon, shall pass to
            Countrywide.  The Master Servicer shall promptly deliver to the


           

          
            
              
              

            

            
              64

              
                

              

            

            
              
              

            

          

           

          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 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
            

           

          
            
              
              

            

            
              65

              
                

              

            

            
              
              

            

          

           

          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.

           

          
            	
                            SECTION
                      3.14.

                  	
                    Servicing
                      Compensation.

                  


          

           

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

           

          
            
              
              

            

            
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          amount
            to
            be deposited into the Distribution Account by the Depositor pursuant
            to Section
            2.01(a) and not so deposited.

           

          Additional
            servicing compensation in the form of Excess Proceeds, Prepayment Interest
            Excess, assumption fees, late payment charges and all income and gain
            net of any
            losses realized from Permitted Investments on the Certificate Account
            and the
            Distribution Account shall be retained by the Master Servicer to the
            extent not
            required to be deposited in the Certificate Account pursuant to Section
            3.05.  The Master Servicer shall be required to pay all expenses
            incurred by it in connection with its master servicing activities hereunder
            (including payment of any premiums for hazard insurance and any Primary
            Insurance Policy and maintenance of the other forms of insurance coverage
            required by this Agreement) and shall not be entitled to reimbursement
            therefor
            except as specifically provided in this Agreement.

           

          SECTION
            3.15.              Access
            to Certain Documentation.

           

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

           

          
            	
                            SECTION
                      3.16.

                  	
                    Annual
                      Statement as to Compliance.

                  


          

           

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

           

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

           

          
            
              
              

            

            
              67

              
                

              

            

            
              
              

            

          

           

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

           

          
            	
                           
                      SECTION 3.19.

                  	
                    The
                      Derivative Agreements.

                  


          

           

          Upon
            the
            Supplemental Interest Trustee obtaining actual knowledge that a Counterparty’s
            Threshold (as defined in the applicable ISDA Master Agreement) has been
            reduced
            to zero, the Supplemental Interest Trustee shall (i) demand delivery
            of the
            Delivery Amount (as defined in the applicable ISDA Master Agreement)
            from the
            applicable Counterparty on each Valuation Date (as defined in the applicable
            ISDA Master Agreement), if applicable, (ii) deliver to the applicable
            Counterparty the Return Amount (as defined in the applicable ISDA Master
            Agreement) on each Valuation Date, if applicable, as well as Distributions
            and
            the Interest Amount (each as defined in the applicable ISDA Master Agreement),
            to the extent required under the applicable ISDA Master Agreement and
            (iii) take
            such other action required under the applicable ISDA Master
            Agreement.  If a Delivery Amount is demanded under an ISDA Master
            Agreement, the Supplemental Interest Trustee shall open and maintain
            a
            segregated account meeting the requirements set forth in the applicable
            ISDA
            Master Agreement to hold cash and other eligible investments pledged
            under such
            ISDA Master Agreement.  Any cash or other 

           

          
            
              
              

            

            
              68

              
                

              

            

            
              
              

            

          

           

          Eligible
            Collateral (as defined in the applicable ISDA Master Agreement) pledged
            under
            the applicable ISDA Master Agreement shall not be part of the Distribution
            Account or any Derivative Account unless remitted to such accounts by
            the
            Supplemental Interest Trustee.  If Eligible Collateral with a Value
            (as defined in the applicable ISDA Master Agreement) equal to the Delivery
            Amount is not delivered to the Supplemental Interest Trustee by the applicable
            Counterparty, the Supplemental Interest Trustee shall notify such Counterparty
            and Countrywide of such failure.

           

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

           

          Any
            Swap
            Termination Payment received from the Swap Counterparty shall be used
            to pay any
            upfront amount required under any replacement swap contract and any excess
            shall
            be distributed to the Underwriter and will not be available to make
            distributions in respect of any Class of Certificates.  In the event
            that a replacement swap contract cannot be procured, any Swap Termination
            Payment received from the Swap Counterparty in respect of the termination
            of the
            original swap contract shall be retained in the related Derivative Account
            and
            used on subsequent Distribution Dates up to and including the Certificate
            Swap
            Contract Termination Date or the Subordinated Certificate Swap Contract
            Termination Date, as applicable, to pay any amounts distributable to
            the
            applicable Classes of Certificates pursuant to Sections 4.02(e)(i) or
            4.02(e)(ii), as applicable, that will remain unpaid following all distributions
            to be made on such Distribution Date pursuant to Section 4.02(a) through
            (d).  Any portion of such Swap Termination Payment remaining after the
            Certificate Swap Contract Termination Date or the Subordinated Certificate
            Swap
            Contract Termination Date, as applicable, shall be distributed to the
            Underwriter and will not be available to make distributions in respect
            of any
            Class of Certificates.

           

          In
            the
            event that the counterparty in respect of a replacement swap contract
            pays any
            upfront amount to the Supplemental Interest Trustee in connection with
            entering
            into the replacement swap contract and such upfront amount is received
            by the
            Supplemental Interest Trustee prior to the Distribution Date on which
            any Swap
            Termination Payment will be payable to the Swap Counterparty in respect
            of the
            original swap contract, a portion of that upfront amount equal to the
            lesser of
            (x) that upfront amount and (y) the amount of the Swap Termination Payment
            due
            to the Swap Counterparty in respect of such original swap contract (the
            “Adjusted Replacement Upfront Amount”) shall be included in Interest Funds for
            that 

           

          
            
              
              

            

            
              69

              
                

              

            

            
              
              

            

          

           

          Distribution
            Date, and any upfront amount in excess of the Adjusted Replacement Upfront
            Amount shall be distributed to the Underwriter and will not be available
            to make
            distributions in respect of any Class of Certificates.  If any upfront
            amount is paid to the Supplemental Interest Trustee by the counterparty
            in
            respect of a replacement swap contract after the Distribution Date on
            which any
            Swap Termination Payment will be payable to the Swap Counterparty in
            respect of
            the original swap contract, such upfront amount shall be retained by
            the
            Supplemental Interest Trustee in the related Derivative Account and used
            on
            subsequent Distribution Dates up to and including the Certificate Swap
            Contract
            Termination Date or the Subordinated Certificate Swap Contract Termination
            Date,
            as applicable, to pay any amounts distributable to the applicable Classes
            of
            Certificates pursuant to Sections 4.02(e)(i) or 4.02(e)(ii), as applicable,
            that
            will remain unpaid following all distributions to be made on such Distribution
            Date pursuant to Section 4.02(a) through (d).

           

          Any
            Corridor Termination Payment received from the Corridor Counterparty
            shall be
            used to pay any upfront amount required under any replacement corridor
            contract
            and any excess shall be distributed to the Underwriter and will not be
            available
            to make distributions in respect of any Class of Certificates.  In the
            event that a replacement corridor contract cannot be procured, any Corridor
            Termination Payment received from the Corridor Counterparty in respect
            of the
            termination of the original corridor contract shall be retained in the
            Subordinated Certificate Corridor Account and used on subsequent Distribution
            Dates up to and including the Subordinated Certificate Corridor Contract
            Termination Date to pay any amounts distributable to the applicable Classes
            of
            Certificates pursuant to Section 4.02(e)(iii) that will remain unpaid
            following
            all distributions to be made on such Distribution Date pursuant to Sections
            4.02(a) through (d), 4.02(e)(i) and 4.02(e)(ii).  Any portion of such
            Corridor Termination Payment remaining after the Subordinated Certificate
            Corridor Contract Termination Date shall be distributed to the Underwriter
            and
            will not be available to make distributions in respect of any Class of
            Certificates.

           

          If
            the
            obligations of a Counterparty shall become guaranteed pursuant to the
            guarantee
            of any party (whether an affiliate of such Counterparty or otherwise),
            then the
            Supplemental Interest Trustee shall promptly demand in accordance with
            the terms
            of the guarantee from such guarantor all amounts payable or deliverable
            by such
            Counterparty under the applicable Derivative Agreements in the event
            that such
            Counterparty fails to make timely payment or delivery of such
            amounts.

           

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

           

          
            	
                           
                      SECTION 3.20.

                  	
                    Prepayment
                      Charges.

                  


          

           

          (a)           Notwithstanding
            anything in this Agreement to the contrary, in the event of a Principal
            Prepayment in full or in part of a Mortgage Loan, the Master Servicer
            may not
            waive any Prepayment Charge or portion thereof required by the terms
            of the
            related Mortgage Note unless (i) such Mortgage Loan is in default or
            the Master
            Servicer believes that such a default is imminent, and the Master Servicer
            determines that such waiver would maximize recovery of Liquidation Proceeds
            for
            such Mortgage Loan, taking into account the value of such Prepayment
            Charge, or
            (ii) (A) the enforceability thereof is limited (1) by bankruptcy,
            insolvency,

           

          
            
              
              

            

            
              70

              
                

              

            

            
              
              

            

          

           

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

           

          (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 (xxii), (xxiii) and (xxiv)
            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
            right
            of the Holders of the Class P Certificates to any Prepayment Charge, the
            party discovering the breach shall give prompt written notice to the
            other
            parties. Within 60 days of the earlier of discovery by the Master Servicer
            or
            receipt of notice by the Master Servicer of breach, the Master Servicer
            shall
            cure the breach in all material respects or shall pay into the Certificate
            Account the amount of the Prepayment Charge that would otherwise be due
            from the
            Mortgagor, less any amount representing such Prepayment Charge previously
            collected and paid by the Master Servicer into the Certificate
            Account.

           

          
            
              
                
                

              

              
                71

                
                  

                

              

              
                
                

              

            

          

          


          


          ARTICLE
            IV 

          DISTRIBUTIONS
            AND

          ADVANCES
            BY THE MASTER SERVICER

           

          
            	
                           
                      SECTION 4.01.

                  	
                    Advances.

                  


          

           

          (a)           The
            Master Servicer shall determine on or before each Master Servicer Advance
            Date
            whether it is required to make an Advance pursuant to the definition
            thereof.  If the Master Servicer determines it is required to make an
            Advance, it shall, on or before the Master Servicer Advance Date, either
            (i) deposit into the Certificate Account an amount equal to the Advance or
            (ii) make an appropriate entry in its records relating to the Certificate
            Account that any Amount Held for Future Distribution has been used by
            the Master
            Servicer in discharge of its obligation to make any such Advance.  Any
            funds so applied shall be replaced by the Master Servicer by deposit
            in the
            Certificate Account no later than the close of business on the next Master
            Servicer Advance Date.  The Master Servicer shall be entitled to be
            reimbursed from the Certificate Account for all Advances of its own funds
            made
            pursuant to this Section as provided in Section 3.08.  The
            obligation to make Advances with respect to any Mortgage Loan shall continue
            if
            such Mortgage Loan has been foreclosed or otherwise terminated and the
            related
            Mortgaged Property has not been liquidated.

           

          (b)           If
            the Master Servicer determines that it will be unable to comply with
            its
            obligation to make the Advances as and when described in the second sentence
            of
            Section 4.01(a), it shall use its best efforts to give written notice
            thereof to
            the Trustee (each such notice a “Trustee Advance Notice”; and such notice may be
            given by telecopy), not later than 3:00 P.M., New York time, on the Business
            Day
            immediately preceding the related Master Servicer Advance Date, specifying
            the
            amount that it will be unable to deposit (each such amount an “Advance
            Deficiency”) and certifying that such Advance Deficiency constitutes an Advance
            hereunder and is not a Nonrecoverable Advance.  If the Trustee
            receives a Trustee Advance Notice on or before 3:30 P.M., New York time
            on a
            Master Servicer Advance Date, the Trustee shall, not later than 3:00
            P.M., New
            York time, on the related Distribution Date, deposit in the Distribution
            Account
            an amount equal to the Advance Deficiency identified in such Trustee
            Advance
            Notice unless it is prohibited from so doing by applicable
            law.  Notwithstanding the foregoing, the Trustee shall not be required
            to make such deposit if the Trustee shall have received written notification
            from the Master Servicer that the Master Servicer has deposited or caused
            to be
            deposited in the Certificate Account an amount equal to such Advance
            Deficiency.  All Advances made by the Trustee pursuant to this Section
            4.01(b) shall accrue interest on behalf of the Trustee at the Trustee
            Advance
            Rate from and including the date such Advances are made to but excluding
            the
            date of repayment, with such interest being an obligation of the Master
            Servicer
            and not the Trust Fund.  The Master Servicer shall reimburse the
            Trustee for the amount of any Advance made by the Trustee pursuant to
            this
            Section 4.01(b) together with accrued interest, not later than the fifth
            day
            following the related Master Servicer Advance Date.  In the event that
            the Master Servicer does not reimburse the Trustee in accordance with
            the
            requirements of the preceding sentence, the Trustee shall have the right,
            but
            not the obligation, to immediately (a) terminate all of the rights and
            obligations of the Master Servicer under this Agreement in accordance
            with
            Section 7.01 and (b) subject to the limitations set forth in Section
            3.04,
            assume all of the rights and obligations of the Master Servicer
            hereunder.

           

          
            
              
              

            

            
              72

              
                

              

            

            
              
              

            

          

           

          (c)           The
            Master Servicer shall, not later than the close of business on the second
            Business Day immediately preceding each Distribution Date, deliver to
            the
            Trustee a report (in form and substance reasonably satisfactory to the
            Trustee)
            that indicates (i) the Mortgage Loans with respect to which the Master
            Servicer
            has determined that the related Scheduled Payments should be advanced
            and (ii)
            the amount of the related Scheduled Payments.  The Master Servicer
            shall deliver to the Trustee on the related Master Servicer Advance Date
            an
            Officer’s Certificate of a Servicing Officer indicating the amount of any
            proposed Advance determined by the Master Servicer to be a Nonrecoverable
            Advance.

           

          
            	
                           
                      SECTION 4.02.

                  	
                    Priorities
                      of Distribution.

                  


          

           

          (a)           Distributions
            of Interest Funds.  On each Distribution Date, the Interest Funds
            for such Distribution Date shall be distributed by the Trustee from the
            Distribution Account in the following order:

           

          
            	
                     

                  	
                    (1)

                  	
                    concurrently
                      and pro rata based on the amounts owing under each of the following
                      clauses:

                  


          

           

          
            	
                     

                  	
                    (a)

                  	
                    to
                      the Certificate Swap Account, any Net Swap Payment and any
                      Swap
                      Termination Payment (other than a Swap Termination Payment
                      due to a Swap
                      Counterparty Trigger Event) payable to the Swap Counterparty
                      under the
                      Certificate Swap Contract with respect to such Distribution
                      Date;
                      and

                  


          

           

          
            	
                     

                  	
                    (b)

                  	
                    to
                      the Subordinated Certificate Swap Account, any Net Swap Payment
                      and any
                      Swap Termination Payment (other than a Swap Termination Payment
                      due to a
                      Swap Counterparty Trigger Event) payable to the Swap Counterparty
                      under
                      the Subordinated Certificate Swap Contract with respect to
                      such
                      Distribution Date;

                  


          

           

          
            	
                     

                  	
                    (2)

                  	
                    from
                      interest collections on the Mortgage Loans in Sub-Group X,
                      Current
                      Interest and Interest Carry Forward Amount to the Class X
                      Certificates;

                  


          

           

          
            	
                     

                  	
                    (3)

                  	
                    to
                      the Class A-1 Certificates, the related Current Interest and
                      Interest
                      Carry Forward Amount;

                  


          

           

          
            	
                     

                  	
                    (4)

                  	
                    sequentially,
                      to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
                      Class M-6,
                      Class M-7, Class M-8, Class M-9, Class M-10, Class M-11 and
                      Class M-12
                      Certificates, in that order, the Current Interest for each
                      such Class;
                      and

                  


          

           

          
            	
                     

                  	
                    (5)

                  	
                    any
                      remainder as part of the Excess
                      Cashflow.

                  


          

           

          If
            any
            Class of Depositable Certificates has been surrendered to the Trustee
            for
            Exchangeable Certificates, the Trustee, as holder of such surrendered
            Depositable Certificates, shall deposit any amounts distributable to
            such Class
            of Depositable Certificates pursuant to this Section 4.02(a) into the
            Exchangeable Certificates Distribution Account and shall distribute such
            

           

          
            
              
              

            

            
              73

              
                

              

            

            
              
              

            

          

          amounts
            to the Holders of the related Class or Classes of Exchangeable Certificates
            pursuant to Section 5.07(b).

           

          (b)           Distributions
            of Principal Distribution Amount.  On each Distribution Date, the
            Principal Distribution Amount for such Distribution Date shall be distributed
            by
            the Trustee from the Distribution Account in the following order with
            all
            distributions pursuant to this clause (b) being made first from the Principal
            Remittance Amount:

           

          
            	
                     

                  	
                    (A)

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

                  


          

           

          
            	
                     

                  	
                    (1)

                  	
                    sequentially,
                      to the Class A-R and Class A-1 Certificates, in that order,
                      until their
                      respective Class Certificate Balances are reduced to
                      zero;

                  


          

           

          
            	
                     

                  	
                    (2)

                  	
                    sequentially,
                      to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
                      Class M-6,
                      Class M-7, Class M-8, Class M-9, Class M-10, Class M-11 and
                      Class M-12
                      Certificates, in that order, until their respective Class Certificate
                      Balances are reduced to zero; and

                  


          

           

          
            	
                     

                  	
                    (3)

                  	
                    any
                      remainder as part of the Excess
                      Cashflow.

                  


          

           

          
            	
                     

                  	
                    (B)

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

                  


          

           

          
            	
                     

                  	
                    (1)

                  	
                    in
                      an amount up to the Senior Principal Distribution Target Amount,
                      to the
                      Class A-1 Certificates, until its Class Certificate Balance
                      is reduced to
                      zero;

                  


          

           

          
            	
                     

                  	
                    (2)

                  	
                    sequentially,
                      to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
                      Class M-6,
                      Class M-7, Class M-8, Class M-9, Class M-10, Class M-11 and
                      Class M-12
                      Certificates, in that order, the Subordinated Class Principal
                      Distribution
                      Target Amount for each such Class, until their respective Class
                      Certificate Balances are reduced to zero;
                      and

                  


          

           

          
            	
                     

                  	
                    (3)

                  	
                    any
                      remainder as part of the Excess
                      Cashflow.

                  


          

           

          If
            any
            Class of Depositable Certificates has been surrendered to the Trustee
            for
            Exchangeable Certificates, the Trustee, as holder of such surrendered
            Depositable Certificates, shall deposit any amounts distributable to
            such Class
            of Depositable Certificates pursuant to this Section 4.02(b) into the
            Exchangeable Certificates Distribution Account and shall distribute such
            amounts
            to the Holders of the related Class or Classes of Exchangeable Certificates
            pursuant to Section 5.07(b).

           

          (c)           Distributions
            of Excess Cashflow.  With respect to any Distribution Date, any
            Excess Cashflow will be distributed to the Classes of Certificates in
            the
            following order, in each case to the extent of remaining Excess
            Cashflow:

           

          
            	
                     

                  	
                    (1)

                  	
                    to
                      the Classes of Senior Certificates and Subordinated Certificates
                      then
                      entitled to receive distributions in respect of principal,
                      in an amount up
                      to the Extra 

                  


          

           

          
            
              
              

            

            
              74

              
                

              

            

            
              
              

            

          

           

          
            	 	 	Principal
                    Distribution Amount, payable to such Classes of Certificates
                    as part of
                    the Principal Distribution Amount pursuant to Section 4.02(b)
                    hereof;


            	 	 	 


            	
                     

                  	
                    (2)

                  	
                    to
                      the Class A-1 Certificates, in an amount up to any Interest
                      Carry Forward
                      Amount for such Class;

                  


          

           

          
            	
                     

                  	
                    (3)

                  	
                    sequentially,
                      in the order of their distribution priorities, to each Class
                      of
                      Subordinated Certificates, in an amount up to any Interest
                      Carry Forward
                      Amount for each such Class;

                  


          

           

          
            	
                     

                  	
                    (4)

                  	
                    to
                      the Class A-1 Certificates, in an amount up to the Unpaid Realized
                      Loss
                      Amount for such Class;

                  


          

           

          
            	
                     

                  	
                    (5)

                  	
                    sequentially,
                      in the order of their distribution priorities, to each Class
                      of
                      Subordinated Certificates, in an amount up to the Unpaid Realized
                      Loss
                      Amount for each such Class;

                  


          

           

          
            	
                     

                  	
                    (6)

                  	
                    concurrently,
                      to the Class A-1 Certificates and each Class of Subordinated
                      Certificates,
                      pro rata based on their respective unpaid Net Rate Carryover,
                      in an amount
                      up to the unpaid Net Rate Carryover for each such
                      Class;

                  


          

           

          
            	
                     

                  	
                    (7)

                  	
                    concurrently,
                      to the Certificate Swap Account and the Subordinated Certificate
                      Swap
                      Account, pro rata based on the amounts of any Swap Termination
                      Payment due
                      to the Swap Counterparty as a result of a Swap Counterparty
                      Trigger Event
                      under the related Derivative Agreement, in an amount up to
                      any such Swap
                      Termination Payment; and

                  


          

           

          
            	
                     

                  	
                    (8)

                  	
                    to
                      the Class C Certificates, an amount up to the Class C Distributable
                      Amount
                      for such Distribution Date; and

                  


          

           

          
            	
                     

                  	
                    (9)

                  	
                    to
                      the Class A-R Certificates.

                  


          

           

          If
            any
            Class of Depositable Certificates has been surrendered to the Trustee
            for
            Exchangeable Certificates, the Trustee, as holder of such surrendered
            Depositable Certificates, shall deposit any amounts distributable to
            such Class
            of Depositable Certificates pursuant to this Section 4.02(c) into the
            Exchangeable Certificates Distribution Account and shall distribute such
            amounts
            to the Holders of the related Class or Classes of Exchangeable Certificates
            pursuant to Section 5.07(b).

           

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

           

          
            
              
              

            

            
              75

              
                

              

            

            
              
              

            

          

           

          (e)           (i)  On
            each Distribution Date on or prior to the Certificate Swap Contract Termination
            Date, following all distributions pursuant to Sections 4.02(a) through
            (c), the
            Supplemental Interest Trustee shall distribute amounts on deposit in
            the
            Certificate Swap Account in the following order:

           

          
            	
                     

                  	
                    (1)

                  	
                    to
                      the Swap Counterparty, any Net Swap Payment payable to the
                      Swap
                      Counterparty under the Certificate Swap Contract with respect
                      to that
                      Distribution Date;

                  


          

           

          
            	
                     

                  	
                    (2)

                  	
                    to
                      the Swap Counterparty, any Swap Termination Payment (other
                      than a Swap
                      Termination Payment due to a Swap Counterparty Trigger Event)
                      payable to
                      the Swap Counterparty under the Certificate Swap Contract with
                      respect to
                      that Distribution Date;

                  


          

           

          
            	
                     

                  	
                    (3)

                  	
                    to
                      the Class A-1 Certificates, the related unpaid Current Interest
                      and
                      Interest Carry Forward Amount for such
                      Class;

                  


          

           

          
            	
                     

                  	
                    (4)

                  	
                    sequentially,
                      in the order of their distribution priorities, to each Class
                      of
                      Subordinated Certificates, in an amount up to any unpaid Current
                      Interest
                      and Interest Carry Forward Amount for each such
                      Class;

                  


          

           

          
            	
                     

                  	
                    (5)

                  	
                    to
                      the Class or Classes of Senior Certificates and Subordinated
                      Certificates
                      then entitled to receive distributions in respect of principal,
                      in an
                      aggregate amount up to the Overcollateralization Deficiency
                      Amount
                      remaining unpaid following the distributions described under
                      Section
                      4.02(c), payable to such Classes of Certificates as described
                      under
                      Section 4.02(b);

                  


          

           

          
            	
                     

                  	
                    (6)

                  	
                    to
                      the Class A-1 Certificates, in an amount up to the remaining
                      Unpaid
                      Realized Loss Amount for such
                      Class;

                  


          

           

          
            	
                     

                  	
                    (7)

                  	
                    sequentially,
                      in the order of their distribution priorities, to each Class
                      of
                      Subordinated Certificates, in an amount up to the remaining
                      Unpaid
                      Realized Loss Amount for each such
                      Class;

                  


          

           

          
            	
                     

                  	
                    (8)

                  	
                    concurrently,
                      to the Class A-1 Certificates and each Class of Subordinated
                      Certificates,
                      pro rata based on their respective unpaid Net Rate Carryover,
                      in an amount
                      up to the unpaid Net Rate Carryover for each such
                      Class;

                  


          

           

          
            	
                     

                  	
                    (9)

                  	
                    to
                      the Swap Counterparty, any Swap Termination Payment due to
                      a Swap
                      Counterparty Trigger Event payable to the Swap Counterparty
                      under the
                      Certificate Swap Contract with respect to that Distribution
                      Date;
                      and

                  


            	 	 	 


            	 	(10)	any
                    remainder, to the Underwriter.


          

           

          Notwithstanding
            the foregoing, no portion of any distributions on any Distribution Date
            pursuant
            to priorities (5), (6) and (7) above will be made in reimbursement of
            any
            Principal Net Swap Payment.

           

          
            
              
              

            

            
              76

              
                

              

            

            
              
              

            

          

           

          (ii)  On
            each Distribution Date on or prior to the Subordinated Certificate Swap
            Contract
            Termination Date, following all distributions pursuant to Sections 4.02(a)
            through (c) and Section 4.02(e)(i), the Supplemental Interest Trustee
            shall
            distribute amounts on deposit in the Subordinated Certificate Swap Account
            in
            the following order:

           

          
            	
                     

                  	
                    (1)

                  	
                    to
                      the Swap Counterparty, any Net Swap Payment payable to the
                      Swap
                      Counterparty under the Subordinated Certificate Swap Contract
                      with respect
                      to that Distribution Date;

                  


          

           

          
            	
                     

                  	
                    (2)

                  	
                    to
                      the Swap Counterparty, any Swap Termination Payment (other
                      than a Swap
                      Termination Payment due to a Swap Counterparty Trigger Event)
                      payable to
                      the Swap Counterparty under the Subordinated Certificate Swap
                      Contract
                      with respect to that Distribution
                      Date;

                  


          

           

          
            	
                     

                  	
                    (3)

                  	
                    sequentially,
                      in the order of their distribution priorities, to each Class
                      of
                      Subordinated Certificates, in an amount up to any unpaid Current
                      Interest
                      and Interest Carry Forward Amount for each such
                      Class;

                  


          

           

          
            	
                     

                  	
                    (4)

                  	
                    to
                      the Class or Classes of Senior Certificates and Subordinated
                      Certificates
                      then entitled to receive distributions in respect of principal,
                      in an
                      aggregate amount up to the Overcollateralization Deficiency
                      Amount
                      remaining unpaid following the distributions described under
                      Section
                      4.02(c), payable to such Classes of Certificates as described
                      under
                      Section 4.02(b);

                  


          

           

          
            	
                     

                  	
                    (5)

                  	
                    sequentially,
                      in the order of their distribution priorities, to each Class
                      of
                      Subordinated Certificates, in an amount up to the remaining
                      Unpaid
                      Realized Loss Amount for each such
                      Class;

                  


          

           

          
            	
                     

                  	
                    (6)

                  	
                    concurrently,
                      to each Class of Subordinated Certificates, pro rata based
                      on their
                      respective unpaid Net Rate Carryover, in an amount up to the
                      unpaid Net
                      Rate Carryover for each such Class;

                  


          

           

          
            	
                     

                  	
                    (7)

                  	
                    to
                      the Swap Counterparty, any Swap Termination Payment due to
                      a Swap
                      Counterparty Trigger Event payable to the Swap Counterparty
                      under the
                      Subordinated Certificate Swap Contract with respect to that
                      Distribution
                      Date; and

                  


          

           

          
            	
                     

                  	
                    (8)

                  	
                    any
                      remainder, to the Underwriter.

                  


          

           

          Notwithstanding
            the foregoing, no portion of any distributions on any Distribution Date
            pursuant
            to priorities (4) and (5) above will be made in reimbursement of any
            Principal
            Net Swap Payment.

           

          (iii)  On
            each Distribution Date on or prior to the Subordinated Certificate Corridor
            Contract Termination Date, following all distributions pursuant to Sections
            4.02(a) through (c), 4.02(e)(i) and 4.02(e)(ii), the Supplemental Interest
            Trustee shall distribute amounts on deposit in the Subordinated Certificates
            Corridor Account in the following order (with any amounts remaining after
            distribution pursuant to (4) below prior to the Subordinated Certificate
            

           

          
            
              
              

            

            
              77

              
                

              

            

            
              
              

            

          

          Corridor
            Contract Termination Date remaining on deposit in the Subordinated Certificates
            Corridor Account):

           

          
            	
                     

                  	
                    (1)

                  	
                    sequentially,
                      in the order of their distribution priorities, to each Class
                      of
                      Subordinated Certificates, in an amount up to any unpaid Current
                      Interest
                      and Interest Carry Forward Amount for each such
                      Class;

                  


          

           

          
            	
                     

                  	
                    (2)

                  	
                    to
                      the Class or Classes of Senior Certificates and Subordinated
                      Certificates
                      then entitled to receive distributions in respect of principal,
                      in an
                      aggregate amount up to the Overcollateralization Deficiency
                      Amount
                      remaining unpaid following the distributions described under
                      Section
                      4.02(c), payable to such Classes of Certificates as described
                      under
                      Section 4.02(b);

                  


          

           

          
            	
                     

                  	
                    (3)

                  	
                    sequentially,
                      in the order of their distribution priorities, to each Class
                      of
                      Subordinated Certificates, in an amount up to the remaining
                      Unpaid
                      Realized Loss Amount for each such
                      Class;

                  


          

           

          
            	
                     

                  	
                    (4)

                  	
                    concurrently,
                      to each Class of Subordinated Certificates, pro rata based
                      on their
                      respective unpaid Net Rate Carryover, in an amount up to the
                      unpaid Net
                      Rate Carryover for each such Class;
                      and

                  


          

           

          
            	
                     

                  	
                    (5)

                  	
                    on
                      the Subordinated Certificate Corridor Contract Termination
                      Date, any
                      remainder, to the Underwriter.

                  


          

           

          Notwithstanding
            the foregoing, no portion of any distributions on any Distribution Date
            pursuant
            to priorities (2) and (3) above will be made in reimbursement of any
            Principal
            Net Swap Payment.

           

          (iv)  If
            any Class of Depositable Certificates has been surrendered to the Trustee
            for
            Exchangeable Certificates, the Trustee, as holder of such surrendered
            Depositable Certificates, shall deposit any amounts distributable to
            such Class
            of Depositable Certificates pursuant to this Section 4.02(e) into the
            Exchangeable Certificates Distribution Account and shall distribute such
            amounts
            to the Holders of the related Class or Classes of Exchangeable Certificates
            pursuant to Section 5.07(b).

           

          (f)           On
            each Distribution Date, the Prepayment Charge Amount shall be distributed
            to the
            Class P Certificates.

           

          (g)           Application
            of Applied Realized Loss Amounts.  On each Distribution Date, the
            Trustee shall allocate the Applied Realized Loss Amount to reduce the
            Class
            Certificate Balances of the Certificates, sequentially, to the Class
            M-12, Class
            M-11, Class M-10, Class M-9, Class M-8, Class M-7, Class M-6, Class M-5,
            Class
            M-4, Class M-3, Class M-2, Class M-1 and Class A-1 Certificates, in that
            order,
            until their respective Class Certificate Balances are reduced to
            zero.

           

          (h)           Application
            of Subsequent Recoveries.  If Subsequent Recoveries have been
            received with respect to a Liquidated Mortgage Loan, the amount of such
            Subsequent Recoveries will be applied (i) to the Class A-1 Certificates
            to
            increase the Class Certificate Balance of the

           

          
            
              
              

            

            
              78

              
                

              

            

            
              
              

            

          

           

          Class
            A-1
            Certificates in an amount up to the Unpaid Realized Loss Amount for such
            Class
            of Certificates and (ii) to the Classes of Subordinated Certificates
            in the
            order of payment priority, to increase the Class Certificate Balance
            of each
            Class of Subordinated Certificates to which Realized Losses have been
            allocated,
            in an amount up to Unpaid Realized Loss Amount for that Class of
            Certificates.

           

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

           

          
            	
                           
                      SECTION 4.03.

                  	
                    [Reserved].

                  


          

           

          
            	
                           
                      SECTION 4.04.

                  	
                    [Reserved].

                  


          

           

          
            	
                           
                      SECTION 4.05.

                  	
                    [Reserved].

                  


          

           

          
            	
                           
                      SECTION 4.06.

                  	
                    Monthly
                      Statements to
                      Certificateholders.

                  


          

           

          (a)           Concurrently
            with each distribution on a Distribution Date, the Trustee will forward
            by mail
            to each Rating Agency and make available to Certificateholders on the
            Trustee’s
            website (http://www.bnyinvestorreporting.com) a statement generally setting
            forth the information contained in Exhibit U.  Such statement
            shall also indicate whether any exchanges of Exchangeable Certificates
            or
            Depositable Certificates have occurred since the immediately preceding
            Distribution Date and, if applicable, the Class designation, Class Certificate
            Balance or Notional Amount and Pass-Through Rate of any Classes of Certificates
            that were received by a Certificateholder as a result of such exchange
            as well
            as any Realized Losses allocated to such Certificates as a result of
            such
            exchange.

           

          (b)           The
            Trustee’s responsibility for disbursing the above information to the
            Certificateholders is limited to the availability, timeliness and accuracy
            of
            the information provided by the Master Servicer.

           

          (c)           On
            or before the fifth Business Day following the end of each Prepayment
            Period
            (but in no event later than the third Business Day prior to the related
            Distribution Date), the Master Servicer shall deliver to the Trustee
            (which
            delivery may be by electronic data transmission) a report in substantially
            the
            form set forth as Schedule VI to this Agreement.

           

          (d)           Within
            a reasonable period of time after the end of each calendar year, the
            Trustee
            shall cause to be furnished to each Person who at any time during the
            calendar
            year was a Certificateholder, a statement containing the information
            set forth
            in items (1), (2) and (7) of Exhibit U aggregated for such calendar year
            or
            applicable portion thereof during which such Person was a
            Certificateholder.  Such obligation of the Trustee shall be deemed to
            have been satisfied to the extent that substantially comparable information
            shall be provided by the Trustee pursuant to any requirements of the
            Code as
            from time to time in effect.

           

          
            	
                           
                      SECTION 4.07.

                  	
                    Determination
                      of Pass-Through Rates for COFI
                      Certificates.

                  


          

           

          The
            Pass-Through Rate for each Class of COFI Certificates for each Accrual
            Period
            after the initial Accrual Period shall be determined by the Trustee as
            provided
            below on the basis of 

           

          
            
              
              

            

            
              79

              
                

              

            

            
              
              

            

          

           

          the
            Index
            and the applicable formulae appearing in footnotes corresponding to the
            COFI
            Certificates in the table relating to the Certificates in the Preliminary
            Statement.

           

          Except
            as
            provided below, with respect to each Accrual Period following the initial
            Accrual Period, the Trustee shall not later than two Business Days prior
            to such
            Accrual Period but following the publication of the applicable Index
            determine
            the Pass-Through Rate at which interest shall accrue in respect of the
            COFI
            Certificates during the related Accrual Period.

           

          Except
            as
            provided below, the Index to be used in determining the respective Pass-Through
            Rates for the COFI Certificates for a particular Accrual Period shall
            be COFI
            for the second calendar month preceding the Outside Reference Date for
            such
            Accrual Period.  If at the Outside Reference Date for any Accrual
            Period, COFI for the second calendar month preceding such Outside Reference
            Date
            has not been published, the Trustee shall use COFI for the third calendar
            month
            preceding such Outside Reference Date.  If COFI for neither the second
            nor third calendar months preceding any Outside Reference Date has been
            published on or before the related Outside Reference Date, the Index
            for such
            Accrual Period and for all subsequent Accrual Periods shall be the National
            Cost
            of Funds Index for the third calendar month preceding such Accrual Period
            (or
            the fourth preceding calendar month if such National Cost of Funds Index
            for the
            third preceding calendar month has not been published by such Outside
            Reference
            Date).  In the event that the National Cost of Funds Index for neither
            the third nor fourth calendar months preceding an Accrual Period has
            been
            published on or before the related Outside Reference Date, then for such
            Accrual
            Period and for each succeeding Accrual Period, the Index shall be LIBOR,
            determined in the manner set forth below.

           

          With
            respect to any Accrual Period for which the applicable Index is LIBOR,
            LIBOR for
            such Accrual Period will be established by the Trustee on the related
            Interest
            Determination Date as provided in Section 4.08.

           

          In
            determining LIBOR and any Pass-Through Rate for the COFI Certificates
            or any
            Reserve Interest Rate, the Trustee may conclusively rely and shall be
            protected
            in relying upon the offered quotations (whether written, oral or on the
            Reuters
            Screen) from the Reference Banks or the New York City banks as to LIBOR
            or the
            Reserve Interest Rate, as appropriate, in effect from time to
            time.  The Trustee shall not have any liability or responsibility to
            any Person for (i) the Trustee’s selection of New York City banks for purposes
            of determining any Reserve Interest Rate or (ii) its inability, following
            a
            good-faith reasonable effort, to obtain such quotations from the Reference
            Banks
            or the New York City banks or to determine such arithmetic mean, all
            as provided
            for in this Section 4.07.

           

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

           

          
            	
                           
                      SECTION 4.08.

                  	
                    Determination
                      of Pass-Through Rates for LIBOR
                      Certificates.

                  


          

           

          (a)           On
            each Interest Determination Date so long as any LIBOR Certificates are
            outstanding, the Trustee will determine LIBOR on the basis of the British
            Bankers’ Association (“BBA”) “Interest Settlement Rate” for one-month deposits
            in U.S. dollars as quoted on the Bloomberg Terminal as of such Interest
            Determination Date.

           

          
            
              
              

            

            
              80

              
                

              

            

            
              
              

            

          

           

          (b)           If
            on any Interest Determination Date, LIBOR cannot be determined as provided
            in
            paragraph (A) of this Section 4.08, the Trustee shall either (i) request
            each
            Reference Bank to inform the Trustee of the quotation offered by its
            principal
            London office for making one-month United States dollar deposits in leading
            banks in the London interbank market, as of 11:00 a.m. (London time)
            on such
            Interest Determination Date or (ii) in lieu of making any such request,
            rely on
            such Reference Bank quotations that appear at such time on the Reuters
            Screen
            LIBO Page (as defined in the International Swap Dealers Association Inc.
            Code of
            Standard Wording, Assumptions and Provisions for Swaps, 1986 Edition),
            to the
            extent available.  LIBOR for the next 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 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 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.  If on the initial Interest Determination Date, the Trustee is
            required but unable to determine LIBOR in the manner provided above,
            LIBOR for
            next Accrual Period will be 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 

           

          
            
              
              

            

            
              81

              
                

              

            

            
              
              

            

          

           

          inability
            to retain at least four Reference Banks which is caused by circumstances
            beyond
            its reasonable control.

           

          (c)           The
            Pass-Through Rate for each Class of LIBOR Certificates for each 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 the definition of Pass-Through
            Rate.

           

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

           

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

           

          
            	
                    SECTION
                      4.09.

                  	
                    Determination
                      of MTA.

                  


          

           

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

           

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


          
            
              
              

            

            
              82

              
                

              

            

            
              
              

            

          

          


          ARTICLE
            V

          THE
            CERTIFICATES

           

          
            	
                           
                      SECTION 5.01.

                  	
                    The
                      Certificates.

                  


          

           

          The
            Certificates shall be substantially in the forms attached hereto as
            exhibits.  The Certificates shall be issuable in registered form, in
            the minimum dollar denominations, integral dollar multiples in excess
            thereof
            and aggregate dollar denominations as set forth in the following
            table:

           

          
            	
                    Class

                  	
                    Minimum

                    Denomination

                  	
                    Integral
                      Multiples in

                    Excess
                      of Minimum

                  	
                    Original
                      Class

                    Certificate

                    Balance/Original

                    Notional
                      Amount

                  
	
                    A-1

                  	
                    $25,000.00

                  	
                    $1.00

                  	
                    $537,436,000

                  
	
                    A-2

                  	
                    $25,000.00

                  	
                    $1.00

                  	
                    $483,692,000

                  
	
                    A-3

                  	
                    $25,000.00

                  	
                    $1.00

                  	
                    $53,744,000

                  
	
                    X

                  	
                    $25,000.00

                  	
                    $1.00

                  	
                    $191,565,602

                  
	
                    M-1

                  	
                    $25,000.00

                  	
                    $1.00

                  	
                    $13,363,000

                  
	
                    M-2

                  	
                    $25,000.00

                  	
                    $1.00

                  	
                    $4,939,000

                  
	
                    M-3

                  	
                    $25,000.00

                  	
                    $1.00

                  	
                    $3,486,000

                  
	
                    M-4

                  	
                    $25,000.00

                  	
                    $1.00

                  	
                    $2,905,000

                  
	
                    M-5

                  	
                    $25,000.00

                  	
                    $1.00

                  	
                    $2,034,000

                  
	
                    M-6

                  	
                    $25,000.00

                  	
                    $1.00

                  	
                    $2,033,000

                  
	
                    M-7

                  	
                    $25,000.00

                  	
                    $1.00

                  	
                    $2,034,000

                  
	
                    M-8

                  	
                    $25,000.00

                  	
                    $1.00

                  	
                    $2,033,000

                  
	
                    M-9

                  	
                    $25,000.00

                  	
                    $1.00

                  	
                    $2,034,000

                  
	
                    M-10

                  	
                    $100,000.00

                  	
                    $1.00

                  	
                    $2,033,000

                  
	
                    M-11

                  	
                    $100,000.00

                  	
                    $1.00

                  	
                    $2,034,000

                  
	
                    M-12

                  	
                    $100,000.00

                  	
                    $1.00

                  	
                    $2,614,000

                  
	
                    A-R

                  	
                    $99.99
                      (1)

                  	
                    N/A

                  	
                    $100

                  
	
                    C

                  	
                    N/A

                  	
                    N/A

                  	
                    N/A

                  
	
                    P

                  	
                    (2)

                  	
                    (2)

                  	
                    $100

                  


          

           

          
            	
                    (1)

                  	
                    The
                      Tax Matters Person Certificate may be issued in a denomination
                      of
                      $0.01.

                  


          

           

          
            	
                    (2)

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

                  


          

           

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

           

          
            
              
              

            

            
              83

              
                

              

            

            
              
              

            

          

           

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

           

          The
            Depositor shall provide, or cause to be provided, to the Trustee on a
            continuous
            basis, an adequate inventory of Certificates to facilitate
            transfers.

           

          
            	
                           
                      SECTION 5.02.

                  	
                    Certificate
                      Register; Registration of Transfer and Exchange of
                      Certificates.

                  


          

           

          (a)           The
            Trustee shall maintain, or cause to be maintained in accordance with
            the
            provisions of Section 5.06, a Certificate Register for the Trust Fund in
            which, subject to the provisions of subsections (b) and (c) below and to
            such reasonable regulations as it may prescribe, the Trustee shall provide
            for
            the registration of Certificates and of transfers and exchanges of Certificates
            as provided in this Agreement.  Upon surrender for registration of
            transfer of any Certificate, the Trustee shall execute and deliver, in
            the name
            of the designated transferee or transferees, one or more new Certificates
            of the
            same Class and aggregate Percentage Interest.

           

          At
            the
            option of a Certificateholder, Certificates may be exchanged for other
            Certificates of the same Class in authorized denominations and evidencing
            the
            same aggregate Percentage Interest upon surrender of the Certificates
            to be
            exchanged at the office or agency of the Trustee.  Whenever any
            Certificates are so surrendered for exchange, the Trustee shall execute,
            authenticate, and deliver the Certificates which the Certificateholder
            making
            the exchange is entitled to receive.  Every Certificate presented or
            surrendered for registration of transfer or exchange shall be accompanied
            by a
            written instrument of transfer in form satisfactory to the Trustee duly
            executed
            by the holder thereof or his attorney duly authorized in writing.

           

          No
            service charge to the Certificateholders shall be made for any registration
            of
            transfer or exchange of Certificates, but payment of a sum sufficient
            to cover
            any tax or governmental charge that may be imposed in connection with
            any
            transfer or exchange of Certificates may be required.

           

          All
            Certificates surrendered for registration of transfer or exchange shall
            be
            cancelled and subsequently destroyed by the Trustee in accordance with
            the
            Trustee’s customary procedures.

           

          (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 

           

          
            
              
              

            

            
              84

              
                

              

            

            
              
              

            

          

           

          securities
            laws.  In the event that a transfer is to be made in reliance upon an
            exemption from the Securities Act and such laws, in order to assure compliance
            with the Securities Act and such laws, the Certificateholder desiring
            to effect
            such transfer and such Certificateholder’s prospective transferee shall each
            certify to the Trustee in writing the facts surrounding the transfer
            in
            substantially the forms set forth in Exhibit J-2 (the “Transferor
            Certificate”) and (i) deliver a letter in substantially the form of either
            Exhibit K (the “Investment Letter”) or Exhibit L-1 (the “Rule 144A Letter”) or
            (ii) there shall be delivered to the Trustee at the expense of the
            transferor an Opinion of Counsel that such transfer may be made pursuant
            to an
            exemption from the Securities Act; provided, however, that in the case
            of the
            delivery of an Investment Letter in connection with the transfer of any
            Class C
            or Class P Certificate to a transferee that is formed with the purpose
            of
            issuing notes backed by such Class C or Class P Certificate, as the case
            may be,
            clause (b) and (c) of the form of Investment Letter shall not be applicable
            and
            shall be deleted by such transferee.  The Depositor shall provide to
            any Holder of a Private Certificate and any prospective transferee designated
            by
            any such Holder, information regarding the related Certificates and the
            Mortgage
            Loans and such other information as shall be necessary to satisfy the
            condition
            to eligibility set forth in Rule 144A(d)(4) for transfer of any such
            Certificate without registration thereof under the Securities Act pursuant
            to
            the registration exemption provided by Rule 144A.  The Trustee
            and the Master Servicer shall cooperate with the Depositor in providing
            the
            Rule 144A information referenced in the preceding sentence, including
            providing to the Depositor such information regarding the Certificates,
            the
            Mortgage Loans and other matters regarding the Trust Fund as the Depositor
            shall
            reasonably request to meet its obligation under the preceding
            sentence.  Each Holder of a Private Certificate desiring to effect
            such transfer shall, and does hereby agree to, indemnify the Trustee
            and the
            Depositor, the Sellers, the NIM Insurer and the Master Servicer against
            any
            liability that may result if the transfer is not so exempt or is not
            made in
            accordance with such federal and state laws.

           

          No
            transfer of an ERISA-Restricted Certificate shall be made unless the
            Trustee
            shall have received either (i) a representation from the transferee of
            such
            Certificate acceptable to and in form and substance satisfactory to the
            Trustee
            (in the event such Certificate is a Private Certificate, such requirement
            is
            satisfied only by the Trustee’s receipt of a representation letter from the
            transferee substantially in the form of Exhibit K or Exhibit L-1, or
            in the
            event such Certificate is a Residual Certificate, such requirement is
            satisfied
            only by the Trustee’s receipt of a representation letter from the transferee
            substantially in the form of Exhibit I), to the effect that (x) such
            transferee
            is not an employee benefit plan or arrangement subject to Section 406
            of ERISA
            or a plan or arrangement subject to Section 4975 of the Code, or a person
            acting
            on behalf of any such plan or arrangement or using the assets of any
            such plan
            or arrangement to effect such transfer or (y) in the case of a Certificate
            that
            is an ERISA-Restricted Certificate and that has been the subject of an
            ERISA-Qualifying Underwriting, if the purchaser is an insurance company,
            a
            representation that the purchaser is an insurance company which is purchasing
            such Certificates with funds contained in an “insurance company general account”
(as such term is defined in Section V(e) of Prohibited Transaction
            Class Exemption 95-60 (“PTCE 95-60”)) and that the purchase and holding of
            such Certificates satisfy the requirements for exemptive relief under
            Sections I
            and III of PTCE 95-60 or (ii) in the case of any ERISA-Restricted Certificate
            presented for registration in the name of an employee benefit plan or
            arrangement subject to ERISA or a plan or arrangement subject to Section
            4975 of
            the Code (or comparable provisions of any subsequent enactments), or
            a trustee
            or any other person acting on behalf of any such plan or arrangement,
            or using
            such plan’s or arrangement’s assets, an Opinion of Counsel
            satisfactory

           

          
            
              
              

            

            
              85

              
                

              

            

            
              
              

            

          

           

           to
            the Trustee, which Opinion of Counsel shall not be an expense of the
            Trustee,
            the Master Servicer or the Trust Fund, addressed to the Trustee and the
            Master
            Servicer to the effect that the purchase and holding of such ERISA-Restricted
            Certificate will not result in a non-exempt prohibited transaction under
            Section
            406 of ERISA or Section 4975 of the Code and will not subject the Trustee
            or the
            Master Servicer to any obligation in addition to those expressly undertaken
            in
            this Agreement or to any liability (such Opinion of Counsel, a “Benefit Plan
            Opinion”).  For purposes of the preceding sentence, with respect to an
            ERISA-Restricted Certificate that is not a Residual Certificate, in the
            event
            the representation letter or Benefit Plan Opinion referred to in the
            preceding
            sentence is not so furnished, one of the representations in clause (i),
            as
            appropriate, shall be deemed to have been made to the Trustee by the
            transferee’s (including an initial acquiror’s) acceptance of the
            ERISA-Restricted Certificate.  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 other plan
            or
            arrangement subject to ERISA or to Section 4975 of the Code without the
            delivery
            to the Trustee of a Benefit Plan Opinion of Counsel satisfactory to the
            Trustee
            as described above shall be void and of no effect.

           

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

           

          (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.

           

          
            
              
              

            

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

           

          (iii)           Each
            Person holding or acquiring any Ownership Interest in a Residual Certificate
            shall agree (A) to obtain a Transfer Affidavit from any other Person
            to whom
            such Person attempts to Transfer its Ownership Interest in a Residual
            Certificate, (B) to obtain a Transfer Affidavit from any Person for whom
            such
            Person is acting as nominee, trustee or agent in connection with any
            Transfer of
            a Residual Certificate and (C) not to Transfer its Ownership Interest
            in a
            Residual Certificate or to cause the Transfer of an Ownership Interest
            in a
            Residual Certificate to any other Person if it has actual knowledge that
            such
            Person is not a Permitted Transferee and to provide to the Trustee a
            certificate
            substantially in the form attached hereto as Exhibit J-1 (the “Residual
            Transferor Certificate”) stating that it has no knowledge that such Person is
            not a Permitted Transferee.

           

          (iv)           Any
            attempted or purported Transfer of any Ownership Interest in a Residual
            Certificate in violation of the provisions of this Section 5.02(c) shall
            be
            absolutely null and void and shall vest no rights in the purported
            Transferee.  If any purported transferee shall become a Holder of a
            Residual Certificate in violation of the provisions of this Section 5.02(c),
            then the last preceding Permitted Transferee shall be restored to all
            rights as
            Holder thereof retroactive to the date of registration of Transfer of
            such
            Residual Certificate.  The Trustee shall be under no liability to any
            Person for any registration of Transfer of a Residual Certificate that
            is in
            fact not permitted by Section 5.02(b) and this Section 5.02(c) or for
            making any
            payments due on such Certificate to the Holder thereof or taking any
            other
            action with respect to such Holder under the provisions of this Agreement
            so
            long as the Transfer was registered after receipt of the related Transfer
            Affidavit, Transferor Certificate and either the Rule 144A Letter or
            the
            Investment Letter, if required.  The Trustee shall be entitled but not
            obligated to recover from any Holder of a Residual Certificate that was
            in fact
            not a Permitted Transferee at the time it became a Holder or, at such
            subsequent
            time as it became other than a Permitted Transferee, all payments made
            on such
            Residual Certificate at and after either such time.  Any such payments
            so recovered by the Trustee shall be paid and delivered by the Trustee
            to the
            last preceding Permitted Transferee of such Certificate.

           

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

           

          The
            restrictions on Transfers of a Residual Certificate set forth in this
            Section
            5.02(c) shall cease to apply (and the applicable portions of the legend
            on a
            Residual Certificate may be deleted) with respect to Transfers occurring
            after
            delivery to the Trustee of an Opinion of Counsel, which Opinion of

           

          
            
              
              

            

            
              87

              
                

              

            

            
              
              

            

          

           

          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 

           

          
            
              
              

            

            
              88

              
                

              

            

            
              
              

            

          

           

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

           

          
            	
                           
                      SECTION 5.05.

                  	
                    Access
                      to List of Certificateholders’ Names and
                      Addresses.

                  


          

           

          If
            three
            or more Certificateholders and/or Certificate Owners (a) request such
            information in writing from the Trustee, (b) state that such Certificateholders
            and/or Certificate Owners desire to communicate with other Certificateholders
            and/or Certificate Owners with respect to their rights under this Agreement
            or
            under the Certificates, and (c) provide a copy of the communication which
            such
            Certificateholders and/or Certificate Owners propose to transmit, or
            if the
            Depositor or Master Servicer shall request such information in writing
            from the
            Trustee, then the Trustee shall, within ten Business Days after the receipt
            of
            such request, (x) provide the 

           

          
            
              
              

            

            
              89

              
                

              

            

            
              
              

            

          

           

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

           

          
            	
                    SECTION
                      5.06.

                  	
                    Maintenance
                      of Office or Agency.

                  


          

           

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

           

          
            	
                    SECTION
                      5.07.

                  	
                    Depositable
                      and Exchangeable Certificates.

                  


          

           

          (a)           On
            the Closing Date, there is hereby established a separate trust (the
“Senior-Subordinate Trust”) which shall be a Grantor Trust for federal income
            tax purposes.  The Senior-Subordinate Trust shall be maintained by the
            Trustee in its name, for the benefit of the Holders of the Depositable
            Certificates and the Exchangeable Certificates.  The assets of the
            Senior-Subordinate Trust shall consist of the uncertificated Class A-1
            Master
            REMIC Interest, which has been placed in the Senior-Subordinate Trust
            through
            the efforts of the Underwriter.  The uncertificated Class A-1 Master
            REMIC Interest in the Senior-Subordinate Trust shall be held by the
            Trustee.  On the Closing Date, the Senior-Subordinate Trust shall
            issue the Class A-1, Class A-2 and Class A-3 Certificates.  Each Class
            of Exchangeable Certificates shall be issued on the Closing Date with
            a Class
            Certificate Balance of zero.  Upon the sale of the Certificates on the
            Closing Date, the Exchangeable Certificates shall be placed with the
            Trustee
            through the efforts of the Underwriter to be held to facilitate the exchange
            of
            Depositable and Exchangeable Certificates on and after the Closing
            Date.  Among the Depositable and Exchangeable Certificates, the
            beneficial interest of the uncertificated Class A-1 Master REMIC Interest
            shall
            be represented by the related Depositable Certificates until such Depositable
            Certificates have been exchanged for Exchangeable Certificates, at which
            time,
            such Exchangeable Certificates shall represent interests in the uncertificated
            Class A-1 Master REMIC Interest.

           

          The
            Trustee, as trustee of the Senior-Subordinate Trust, shall establish
            and
            maintain, on behalf of the Holders of the Exchangeable Certificates,
            the
            Exchangeable Certificates Distribution Account.  All funds on deposit
            in the Exchangeable Certificates Distribution Account shall be held separate
            and
            apart from, and shall not be commingled with, any other moneys, including
            without limitation, other moneys held by the Trustee pursuant to this
            Agreement.

           

          On
            each
            Distribution Date, the Trustee, as holder of any surrendered Depositable
            Certificates, shall deposit in the Exchangeable Certificates Distribution
            Account any amounts 

           

          
            
              
              

            

            
              90

              
                

              

            

            
              
              

            

          

           

          distributable
            to the surrendered Depositable Certificates pursuant to Section
            4.02.  For the avoidance of doubt, if on any Distribution Date no
            Classes of Depositable Certificates have been surrendered or if all Classes
            of
            Exchangeable Certificates have been exchanged for Depositable Certificates
            according to Section 5.07(d), then no amounts will be deposited in the
            Exchangeable Certificates Distribution Account on such Distribution
            Date.

           

          On
            each
            Distribution Date, the Trustee shall make withdrawals from the Exchangeable
            Certificates Distribution Account to make distributions to the Classes
            of
            Exchangeable Certificates then entitled to distributions pursuant to
            Section
            5.07(b).

           

          Funds
            in
            the Exchangeable Certificates Distribution Account shall remain
            uninvested.

           

          (b)           On
            each Distribution Date, the Trustee shall withdraw funds on deposit in
            the
            Exchangeable Certificates Distribution Account on deposit therein from
            distributions to the surrendered Depositable Certificates for such Distribution
            Date and distribute such amount to the Holders of each related Class
            of
            Exchangeable Certificates.  Amounts distributed to the surrendered
            Depositable Certificates on such Distribution Date shall be distributed
            pro rata
            to the Exchangeable Certificates based on their respective Class Certificate
            Balances; provided, however, that amounts with respect to Unpaid Realized
            Loss
            Amounts distributed to the surrendered Depositable Certificates on such
            Distribution Date shall be distributed, sequentially, to the Class A-2
            and Class
            A-3 Certificates, in that order, up to the Unpaid Realized Loss Amount
            for each
            such Class.  All distributions that are made with respect to a
            particular Class of Exchangeable Certificates shall be made pro rata
            among all
            Certificates of such Class in proportion to their respective Certificate
            Balances.

           

          In
            addition, the Trustee may from time to time make withdrawals from the
            Exchangeable Certificates Distribution Account for the following
            purposes:

           

          (i)           to
            withdraw any amount deposited in the Exchangeable Certificates Distribution
            Account and not required to be deposited therein; and

           

          (ii)           to
            clear and terminate the Exchangeable Certificates Distribution Account
            upon the
            termination of this Agreement.

           

          (c)           
            On each Distribution Date on which a Class of Exchangeable Certificates
            shall be
            entitled to receive distributions pursuant to Section 5.07(b), such Class
            shall
            be allocated a proportionate share of the Applied Realized Loss Amounts
            allocable to the Classes of Depositable Certificates in the related Combination
            Group; except that any Applied Realized Loss Amounts that would otherwise
            be
            allocable to the Class A-2 Certificates shall instead be allocated to
            the Class
            A-3 Certificates until its Class Certificate Balance is reduced to
            zero.  If any Subsequent Recoveries are allocable to the Depositable
            Certificates that have been surrendered, such Subsequent Recoveries shall
            be
            allocated sequentially, to the Class A-2 and Class A-3 Certificates,
            in that
            order, in an amount up to the Unpaid Realized Loss Amount for each such
            Class of
            Certificates.

           

          (d)           Upon
            the presentation and surrender of the Depositable Certificates, the Holder
            thereof transfers, assigns, sets over and otherwise conveys to the Trustee
            of
            the Senior-Subordinate Trust, all of such Holder’s right, title and interest in
            and to such Depositable

           

          
            
              
              

            

            
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          Certificates,
            including all payments of interest thereon received after the month of
            the
            exchange.  The Trustee on behalf of the Senior-Subordinate Trust shall
            furnish written acknowledgement to the Holder of such surrendered Certificate
            of
            the transfer and assignment to it of such Depositable Certificates.

           

          At
            the
            request of the Holder of a Class or Classes of Depositable Certificates,
            and
            upon the surrender of such Depositable Certificates, the Trustee shall
            deliver
            such Exchangeable Certificates as set forth in such Combination Group
            in the
            respective Denominations determined based on the proportion that the initial
            Class Certificate Balance or initial Notional Amounts of such Exchangeable
            Certificates bear to the initial Class Certificate Balances of the Depositable
            Certificates, as set forth in Schedule VII, which shall represent in
            the
            aggregate, the entire beneficial ownership of the Master REMIC Interests
            related
            to such surrendered Certificates.  In addition, at the request of the
            Holder of a Class or Classes of Exchangeable Certificates, and upon the
            surrender of such Exchangeable Certificates, the Trustee shall exchange
            such
            Exchangeable Certificates for another Class or Classes of Exchangeable
            Certificates or the related surrendered Depositable Certificates, as
            set forth
            in Schedule VII.   There shall be no limitation on the number of
            exchanges authorized pursuant to this Section 5.07.

           

          Holders
            may exchange their Certificates according to this Section 5.07(d) by
            (i)
            providing notice to the Trustee no later than three (3) Business Days
            prior to
            the date on which the Holder wishes to make such exchange (the “Exchange Date”),
            which Exchange Date is subject to the Trustee’s approval and shall not be the
            first or last Business Day of the month, (ii) remitting the Exchange
            Fee, as
            determined in the next paragraph, to the Trustee and (iii) remitting
            the
            beneficial interest in the Depositable Certificates or the Exchangeable
            Certificates, as applicable, to the Trustee.  Any such notice to the
            Trustee (A) may be provided to the Trustee by email at cwmacrs@bankofny.com
            or
            by telephone at (800) 254-2826, (B) must include (i) the Certificateholder’s
            letterhead, (ii) a medallion stamp guarantee or be signed by an authorized
            signatory and be presented with an incumbency certificate and (iii) set
            forth
            the following information: (a) the CUSIP number of both the Certificates
            to be
            exchanged and the Certificates to be received, (b) the outstanding Class
            Certificate Balance and the initial Class Certificate Balance of the
            Certificates to be exchanged, (c) the Certificateholder’s DTC participant number
            and (d) the proposed Exchange Date, and (C) is irrevocable beginning
            on the
            second Business Day prior to the Exchange Date.  Such exchange will be
            completed by the Trustee upon the receipt by the Trustee of the Exchange
            Fee and
            the beneficial interest in the Depositable Certificates or the Exchangeable
            Certificates, as applicable.

           

          The
            preparation of all Certificates referred to in this Section 5.07(d) in
            connection with an exchange shall be at the expense of the parties to
            such
            exchanges.  For each exchange, the Certificateholder must pay the
            Trustee a fee (the “Exchange Fee”) equal to 1/32 of 1% of the current Class
            Certificate Balance of the Certificates to be Exchanged but in no event
            shall
            the fee be less than $2,000 or greater than $25,000.

           

          
            
              
              

            

            
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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,
                      the NIM
                      Insurer and Others.

                  


          

           

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

           

          
            
              
              

            

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

           

          
            	
                           
                      SECTION 6.04.

                  	
                    Limitation
                      on Resignation of Master
                      Servicer.

                  


          

           

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


          
            
              
              

            

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

           

          (ii)           any
            failure by the Master Servicer to observe or perform in any material
            respect any
            other of the covenants or agreements on the part of the Master Servicer
            contained in this Agreement (except with respect to a failure related
            to a
            Limited Exchange Act Reporting Obligation), which failure materially
            affects the
            rights of Certificateholders, that failure continues unremedied for a
            period of
            60 days after the date on which written notice of such failure shall
            have been
            given to the Master Servicer by the Trustee, the NIM Insurer or the Depositor,
            or to the Master Servicer and the Trustee by the Holders of Certificates
            evidencing not less than 25% of the Voting Rights evidenced by the
            Certificates;  provided, however, that the sixty day cure period shall
            not apply to the initial delivery of the Mortgage File for Delay Delivery
            Mortgage Loans nor the failure to substitute or repurchase in lieu of
            delivery;
            or

           

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

           

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

           

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

           

          
            
              
              

            

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

           

          If
            an
            Event of Default described in clauses (i) to (vi) of this Section shall
            occur,
            then, and in each and every such case, so long as such Event of Default
            shall
            not have been remedied, the Trustee may, or, if an Event of Default described
            in
            clauses (i) to (v) of this Section shall occur, then, and in each and
            every such
            case, so long as such Event of Default shall not have been remedied,
            at the
            direction of either the NIM Insurer or the Holders of Certificates evidencing
            not less than 66-2/3% of the Voting Rights, evidenced by the Certificates;
            the
            Trustee shall by notice in writing to the Master Servicer (with a copy
            to each
            Rating Agency and the Depositor), terminate all of the rights and obligations
            of
            the Master Servicer under this Agreement and in and to the Mortgage Loans
            and
            the proceeds thereof, other than its rights as a Certificateholder
            hereunder.  In addition, if during the period that the Depositor is
            required to file Exchange Act Reports with respect to the Trust Fund,
            the Master
            Servicer shall fail to observe or perform any of the obligations that
            constitute
            a Limited Exchange Act Reporting Obligation or the obligations set forth
            in
            Section 3.16(a) or Section 11.07(a)(1) and (2), and such failure continues
            for
            the lesser of 10 calendar days or such period in which the applicable
            Exchange
            Act Report can be filed timely (without taking into account any extensions),
            so
            long as such failure shall not have been remedied, the Trustee shall,
            but only
            at the direction of the Depositor, terminate all of the rights and obligations
            of the Master Servicer under this Agreement and in and to the Mortgage
            Loans and
            the proceeds thereof, other than its rights as a Certificateholder
            hereunder.  The Depositor shall not be entitled to terminate the
            rights and obligations of the Master Servicer if a failure of the Master
            Servicer to identify a Subcontractor “participating in the servicing function”
within the meaning of Item 1122 of Regulation AB was attributable solely
            to the
            role or functions of such Subcontractor with respect to mortgage loans
            other
            than the Mortgage Loans.

           

          On
            and
            after the receipt by the Master Servicer of such written notice, all
            authority
            and power of the Master Servicer hereunder, whether with respect to the
            Mortgage
            Loans or otherwise, shall pass to and be vested in the Trustee.  The
            Trustee shall thereupon make any Advance which the Master Servicer failed
            to
            make subject to Section 4.01 hereof whether or not the obligations of
            the Master
            Servicer have been terminated pursuant to this Section.  The Trustee
            is hereby authorized and empowered to execute and deliver, on behalf
            of the
            Master Servicer, as attorney-in-fact or otherwise, any and all documents
            and
            other instruments, and to do or accomplish all other acts or things necessary
            or
            appropriate to effect the purposes of such notice of termination, whether
            to
            complete the transfer and endorsement or assignment of the Mortgage Loans
            and
            related documents, or otherwise.  Unless expressly provided in such
            written notice, no such termination shall affect any obligation of the
            Master
            Servicer to pay amounts owed pursuant to Article VIII.  The Master
            Servicer agrees to cooperate with the Trustee in effecting the termination
            of
            the Master Servicer’s responsibilities and rights hereunder, including, without
            limitation, the transfer to the Trustee of all cash amounts which shall
            at the
            time be credited to the Certificate Account, or thereafter be received
            with
            respect to the Mortgage Loans.

           

          Notwithstanding
            any termination of the activities of the Master Servicer hereunder, the
            Master
            Servicer shall be entitled to receive, out of any late collection of
            a Scheduled
            Payment on a Mortgage Loan which was due prior to the notice terminating
            such
            Master Servicer’s rights and obligations as Master Servicer hereunder and
            received after such notice, that portion thereof to 

           

          
            
              
              

            

            
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          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.

           

          If
            the
            Master Servicer is terminated, the Trustee shall provide the Depositor
            in
            writing and in form and substance reasonably satisfactory to the Depositor,
            all
            information reasonably requested by the Depositor in order to comply
            with its
            reporting obligation under Item 6.02 of Form 8-K with respect to a successor
            master servicer in the event the Trustee should succeed to the duties
            of the
            Master Servicer as set forth herein.

           

          
            	
                           
                      SECTION 7.02.

                  	
                    Trustee
                      to Act; Appointment of
                      Successor.

                  


          

           

          On
            and
            after the time the Master Servicer receives a notice of termination pursuant
            to
            Section 7.01, the Trustee shall, subject to and to the extent provided in
            Section 3.04, be the successor to the Master Servicer in its capacity as
            master servicer under this Agreement and the transactions set forth or
            provided
            for in this Agreement and shall be subject to all the responsibilities,
            duties
            and liabilities relating thereto placed on the Master Servicer by the
            terms and
            provisions of this Agreement and applicable law including the obligation
            to make
            Advances pursuant to Section 4.01.  As compensation therefor, the
            Trustee shall be entitled to all funds relating to the Mortgage Loans
            that the
            Master Servicer would have been entitled to charge to the Certificate
            Account or
            Distribution Account if the Master Servicer had continued to act
            hereunder.  Notwithstanding the foregoing, if the Trustee has become
            the successor to the Master Servicer in accordance with Section 7.01, the
            Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited
            by applicable law from making Advances pursuant to Section 4.01 or if it is
            otherwise unable to so act, (i) appoint any established mortgage loan
            servicing
            institution reasonably acceptable to the NIM Insurer (as evidenced by
            the prior
            written consent of the NIM Insurer), or (ii) if it is unable for 60 days
            to
            appoint a successor servicer reasonably acceptable to the NIM Insurer,
            petition
            a court of competent jurisdiction to appoint any established mortgage
            loan
            servicing institution, the appointment of which does not adversely affect
            the
            then-current rating of the Certificates and the NIM Insurer guaranteed
            notes
            (without giving any effect to any policy or guaranty provided by the
            NIM
            Insurer) by each Rating Agency as the successor to the Master Servicer
            hereunder
            in the assumption of all or any part of the responsibilities, duties
            or
            liabilities of the Master Servicer hereunder.  Any successor to the
            Master Servicer shall be an institution which is a FNMA and FHLMC approved
            seller/servicer in good standing, which has a net worth of at least $15,000,000,
            and which is willing to service the Mortgage Loans and (i) executes and
            delivers
            to the Depositor and the Trustee an agreement accepting such delegation
            and
            assignment, which contains an assumption by such Person of the rights,
            powers,
            duties, responsibilities, obligations and liabilities of the Master Servicer
            (other than liabilities of the Master Servicer under Section 6.03 incurred
            prior to termination of the Master Servicer under Section 7.01), with like
            effect as if originally named as a party to this Agreement; and provided
            further
            that each Rating Agency acknowledges that its rating of the Certificates
            in
            effect immediately prior to such assignment and delegation will not be
            qualified
            or reduced as a result of such assignment and delegation and (ii) provides
            to
            the Depositor in writing, fifteen (15) days prior to the effective date
            of such
            appointment and in form and substance reasonably satisfactory to the
            Depositor,
            all information reasonably requested by the Depositor in order to comply
            with
            its reporting obligation under Item 6.02 of Form 8-K with respect to
            a
            replacement master servicer.  The Trustee shall provide written notice
            to the Depositor of such successor pursuant to this Section.  Pending
            appointment of a successor to the Master Servicer hereunder, the Trustee,
            

           

          
            
              
              

            

            
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          unless
            the Trustee is prohibited by law from so acting, shall, subject to Section
            3.04,
            act in such capacity as hereinabove provided.  In connection with such
            appointment and assumption, the Trustee may make such arrangements for
            the
            compensation of such successor out of payments on Mortgage Loans as it
            and such
            successor shall agree; provided, however, that no such compensation shall
            be in
            excess of the Master Servicing Fee permitted to be paid to the Master
            Servicer
            hereunder.  The Trustee and such successor shall take such action,
            consistent with this Agreement, as shall be necessary to effectuate any
            such
            succession.  Neither the Trustee nor any other successor master
            servicer shall be deemed to be in default hereunder by reason of any
            failure to
            make, or any delay in making, any distribution hereunder or any portion
            thereof
            or any failure to perform, or any delay in performing, any duties or
            responsibilities hereunder, in either case caused by the failure of the
            Master
            Servicer to deliver or provide, or any delay in delivering or providing,
            any
            cash, information, documents or records to it.

           

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

           

          In
            connection with the termination or resignation of the Master Servicer
            hereunder,
            either (i) the successor Master Servicer, including the Trustee if the
            Trustee is acting as successor Master Servicer, shall represent and warrant
            that
            it is a member of MERS in good standing and shall agree to comply in
            all
            material respects with the rules and procedures of MERS in connection
            with the
            servicing of the Mortgage Loans that are registered with MERS, or (ii) the
            predecessor Master Servicer shall cooperate with the successor Master
            Servicer
            either (x) in causing MERS to execute and deliver an assignment of Mortgage
            in
            recordable form to transfer the Mortgage from MERS to the Trustee and
            to execute
            and deliver such other notices, documents and other instruments as may
            be
            necessary or desirable to effect a transfer of such Mortgage Loan or
            servicing
            of such Mortgage Loan on the MERS® System to the successor Master Servicer or
            (y) in causing MERS to designate on the MERS® System the successor Master
            Servicer as the servicer of such Mortgage Loan.  The predecessor
            Master Servicer shall file or cause to be filed any such assignment in
            the
            appropriate recording office.  The successor Master Servicer shall
            cause such assignment to be delivered to the Trustee promptly upon receipt
            of
            the original with evidence of recording thereon or a copy certified by
            the
            public recording office in which such assignment was recorded.

           

          
            	
                           
                      SECTION 7.03.

                  	
                    Notification
                      to Certificateholders.

                  


          

           

          (a)           Upon
            any termination of or appointment of a successor to the Master Servicer,
            the
            Trustee shall give prompt written notice thereof to Certificateholders
            and to
            each Rating Agency.

           

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

           


          
            
              
              

            

            
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          ARTICLE
            VIII

          CONCERNING
            THE TRUSTEE

           

          
            	
                           
                      SECTION 8.01.

                  	
                    Duties
                      of Trustee.

                  


          

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

          
            
              
              

            

            
              99

              
                

              

            

            
              
              

            

          

          to
            make
            an Advance under Section 4.01(b), shall have no responsibility to ascertain
            or
            confirm any information contained in any Trustee Advance Notice, and
            shall have
            no obligation to make any Advance under Section 4.01(b) in the absence
            of a
            Trustee Advance Notice or actual knowledge of a Responsible Officer of
            the
            Trustee that (A) an Advance was not made by the Master Servicer and (B)
            such
            Advance is not a Nonrecoverable Advance.

           

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

           

          
            	
                           
                      SECTION 8.02.

                  	
                    Certain
                      Matters Affecting the Trustee.

                  


          

           

          Except
            as
            otherwise provided in Section 8.01:

           

          (i)           the
            Trustee may request and rely upon and shall be protected in acting or
            refraining
            from acting upon any resolution, Officers’ Certificate, certificate of auditors
            or any other certificate, statement, instrument, opinion, report, notice,
            request, consent, order, appraisal, bond or other paper or document believed
            by
            it to be genuine and to have been signed or presented by the proper party
            or
            parties and the Trustee shall have no responsibility to ascertain or
            confirm the
            genuineness of any signature of any such party or parties;

           

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

           

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

           

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

           

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

           

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

           

          
            
              
              

            

            
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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
            the NIM Insurer or any of the Certificateholders, pursuant to the provisions
            of
            this Agreement, unless the NIM Insurer or such Certificateholders shall
            have
            offered to the Trustee reasonable security or indemnity satisfactory
            to the
            Trustee against the costs, expenses and liabilities which may be incurred
            therein or thereby.

           

          
            	
                           
                      SECTION 8.03.

                  	
                    Trustee
                      Not Liable for Certificates or Mortgage
                      Loans.

                  


          

           

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

           

          
            	
                           
                      SECTION 8.04.

                  	
                    Trustee
                      May Own Certificates.

                  


          

           

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

           

          
            	
                           
                      SECTION 8.05.

                  	
                    Trustee’s
                      Fees and Expenses.

                  


          

           

          The
            Trustee, as compensation for its activities hereunder, shall be entitled
            to
            withdraw from the Distribution Account on each Distribution Date an amount
            equal
            to the Trustee Fee for such Distribution Date.  The Trustee and any
            director, officer, employee or agent of the Trustee shall be indemnified
            by the
            Master Servicer and held harmless against any loss, liability or expense
            (including reasonable attorney’s fees) (i) incurred in connection with any claim
            or legal action relating to (a) this Agreement, (b) the Certificates
            or (c) in
            connection with the performance of any of the Trustee’s duties hereunder, other
            than any loss, liability or expense incurred by reason of willful misfeasance,
            bad faith or negligence in the performance of any of the Trustee’s duties
            hereunder or incurred by reason of any action of the Trustee taken at
            the
            direction of the Certificateholders and (ii) resulting from any error
            in any tax
            or information return prepared by the Master Servicer.  Such indemnity
            shall survive the termination of this Agreement or the resignation or
            removal of
            the Trustee hereunder.  Without limiting the foregoing, the Master
            Servicer covenants and agrees, except as otherwise agreed upon in writing
            by the
            Depositor and the Trustee, and except for any such expense, disbursement
            or
            advance as may arise from the Trustee’s negligence, bad faith or willful
            misconduct, to pay or reimburse the 

           

          
            
              
              

            

            
              101

              
                

              

            

            
              
              

            

          

           

          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


           

          
            
              
              

            

            
              102

              
                

              

            

            
              
              

            

          

           

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

           

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

           

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

           

          
            	
                           
                      SECTION 8.08.

                  	
                    Successor
                      Trustee.

                  


          

           

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

           

          
            
              
              

            

            
              103

              
                

              

            

            
              
              

            

          

           

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

           

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

           

          
            	
                           
                      SECTION 8.09.

                  	
                    Merger
                      or Consolidation of Trustee.

                  


          

           

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

           

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

           

          
            	
                           
                      SECTION 8.10.

                  	
                    Appointment
                      of Co-Trustee or Separate
                      Trustee.

                  


          

           

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

           

          
            
              
              

            

            
              104

              
                

              

            

            
              
              

            

          

           

          successor
            trustee under Section 8.06 and no notice to Certificateholders of the
            appointment of any co-trustee or separate trustee shall be required under
            Section 8.08.

           

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

           

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

           

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

           

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

           

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

           

          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.

           

          
            
              
              

            

            
              105

              
                

              

            

            
              
              

            

          

           

          
            	
                           
                      SECTION 8.11.

                  	
                    Tax
                      Matters.

                  


          

           

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

           

          
            
              
              

            

            
              106

              
                

              

            

            
              
              

            

          

           

          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).

           

          The
            Trustee shall treat the Carryover Reserve Fund and the Supplemental Interest
            Trust, including each Derivative Account, as an outside reserve fund
            within the
            meaning of Treasury Regulation 1.860G-2(h), none of which is an asset
            of any
            REMIC created hereunder.  The Carryover Reserve Fund shall be treated
            as owned by the Holders of the Class C Certificates, and the Supplemental
            Interest Trust, including the Derivative Accounts, shall be treated as
            owned by
            the Underwriter.  The Trustee shall treat the rights of the Holders of
            the LIBOR Certificates and the Class C Certificates to receive payments
            from the
            Carryover Reserve Fund or the Supplemental Interest Trust, including
            the
            Derivative Accounts, as applicable, as rights and obligations with respect
            to
            notional principal contracts written by (i) the Holders of the Class
            C
            Certificates in respect of any Net Rate Carryover distributed pursuant
            to
            Section 4.02(c)(6) herein and (ii) each Counterparty in respect of any
            Net Rate
            Carryover funded by the related

           

          
            
              
              

            

            
              107

              
                

              

            

            
              
              

            

          

           

          Derivative
            Agreement and in respect of any residual payments from such Derivative
            Agreement
            received by the Underwriter.  Thus, the LIBOR Certificates and the
            Class C Certificates shall be treated as representing ownership of Master
            REMIC
            regular interests coupled with contractual rights and obligations within
            the
            meaning of Treasury Regulation 1.860G-2(i).  For purposes of
            determining the issue price of the various Master REMIC regular interests,
            the
            Trustee (i) shall treat the $1,580,000 upfront amount received by the
            Underwriter from the Swap Counterparty in connection with the execution
            of the
            Certificate Swap Contract as an additional amount paid by the Certificateholders
            for the Master REMIC regular interests, (ii) shall treat the $315,000
            upfront
            amount received by the Underwriter from the Swap Counterparty in connection
            with
            the execution of the Subordinated Certificate Swap Contract as an additional
            amount paid by the Certificateholders for the Master REMIC regular interests
            and
            (iii) shall assume that the Subordinated Certificate Corridor Contract
            has a
            value of $158,000.   The Trustee shall treat any amount payable
            to a Class C Certificateholder as first deposited in the Carryover Reserve
            Fund.  In addition, to the extent the interest otherwise payable to a
            Certificateholder is reduced for amounts payable with respect to a swap
            contract, the Trustee, for federal income tax purposes, shall treat the
            amount
            of such reduction as first payable to the Certificateholder as interest
            and as
            then payable by the Certificateholder with respect to a notional principal
            contract.  To the extent the amount payable with respect to such swap
            contract exceeds the aggregate of the reductions described in the immediately
            preceding sentence, the Trustee, for federal income tax purposes, shall
            treat
            such excess as Realized Losses from Mortgage Loans and to the extent
            such
            Realized Losses (if they had occurred) would be allocated to a
            Certificateholder, the Trustee shall treat such amount as first payable
            to the
            Certificateholder as principal and as then payable by the Certificateholder
            with
            respect to a notional principal contract.

           

          Solely
            for income tax purposes, any differences in the distributions to a
            Certificateholder (positive or negative) that would result from the application
            of the Strip REMIC Cap rather than the applicable Net Rate Cap shall
            be treated
            by the Trustee as reconciled among the Certificates by swap payments
            made
            pursuant to notional principal contracts entered into among the
            Certificateholders.

           

          For
            federal income tax purposes the Trustee shall treat the Senior-Subordinate
            Trust
            as a Grantor Trust and shall treat each Holder of a Senior-Subordinate
            Trust
            Certificate as the co-owner of the individual, underlying assets represented
            by
            such Senior-Subordinate Trust Certificate.  In addition, to the
            fullest extent possible, ownership of a Senior-Subordinate Trust Certificate
            shall be treated as direct co-ownership of the individual, underlying
            assets
            represented by such Senior-Subordinate Trust Certificate for federal
            income tax
            reporting purposes.  The Class A-2 and Class A-3 Certificates will
            also be treated as representing a limited recourse guarantee running
            from the
            Holders of the Class A-3 Certificates to the Holders of the Class A-2
            Certificates, and for tax reporting purposes, the trustee will treat
            any payment
            made under that limited recourse guarantee as if the payment were first
            distributed to the Holders of the Class A-3 Certificates and then paid
            by them
            to the Holders of the Class A-2 Certificates.

           

          
            	
                           
                      SECTION 8.12.

                  	
                    Monitoring
                      of Significance Percentage.

                  


          

           

          With
            respect to each Distribution Date, the Trustee shall calculate the “significance
            percentage” (as defined in Item 1115 of Regulation AB) of each derivative
            instrument, if any, based on the aggregate Class Certificate Balance
            of the
            related Classes of Covered Certificates for such derivative instrument
            and
            Distribution Date (after all distributions 

           

          
            
              
              

            

            
              108

              
                

              

            

            
              
              

            

          

          to
            be
            made thereon on such Distribution Date) and based on the methodology
            provided in
            writing by or on behalf of Countrywide no later than the fifth Business
            Day
            preceding such Distribution Date.  On each Distribution Date, the
            Trustee shall provide to Countrywide a written report (which written
            report may
            include similar information with respect to other derivative instruments
            relating to securitization transactions sponsored by Countrywide) specifying
            the
“significance percentage” of each derivative instrument, if any, for that
            Distribution Date.  If the “significance percentage” of any derivative
            instrument exceeds 7.0% with respect to any Distribution Date, the Trustee
            shall
            make a separate notation thereof in the written report described in the
            preceding sentence.  Such written report may contain such assumptions
            and disclaimers as are deemed necessary and appropriate by the
            Trustee.

           


          
            
              
              

            

            
              109

              
                

              

            

            
              
              

            

          

          


          ARTICLE
            IX

          TERMINATION

           

          
            	
                           
                      SECTION 9.01.

                  	
                    Termination
                      upon Liquidation or Purchase of all Mortgage
                      Loans.

                  


          

           

          Subject
            to Section 9.03, the obligations and responsibilities of the Depositor,
            the
            Sellers, the Master Servicer and the Trustee created hereby with respect
            to the
            Trust Fund shall terminate upon the earlier of (a) the purchase by the
            Master
            Servicer or NIM Insurer (the party exercising such purchase option, the
            “Terminator”) of all of the Mortgage Loans (and REO Properties) at the price
            equal to the sum of (i) 100% of the Stated Principal Balance of each
            Mortgage
            Loan (other than in respect of an REO Property), (ii) accrued interest
            thereon
            at the applicable Mortgage Rate (or, if such repurchase is effected by
            the
            Master Servicer, at the applicable Adjusted Mortgage Rate, (iii) the
            appraised
            value of any REO Property (up to the Stated Principal Balance of the
            related
            Mortgage Loan), such appraisal to be conducted by an appraiser mutually
            agreed
            upon by the Terminator and the Trustee, (iv) any remaining unpaid costs
            and
            damages incurred by the Trust Fund that arises out of a violation of
            any
            predatory or abusive lending law that also constitutes an actual breach
            of
            clause (46) on Schedule III-A, in all cases plus accrued and unpaid interest
            thereon at the applicable Adjusted Mortgage Rate, (v) plus, if the Terminator
            is
            the NIM Insurer, any unreimbursed Servicing Advances, and the principal
            portion
            of any unreimbursed Advances, made on the Mortgage Loans prior to the
            exercise
            of such repurchase and (vi)  any amounts payable to the Swap
            Counterparty, including any Swap Termination Payment payable to the Swap
            Counterparty as a result of the early termination of the Certificate
            Swap
            Contract or the Subordinated Certificate Swap Contract (including any
            Swap
            Termination Payment resulting from the termination of the Trust Fund
            pursuant to
            this Section 9.01 and determined in accordance with Part 5(c)(vii) of
            the
            Schedule to the Swap ISDA Master Agreement) and (b) the later of (i)
            the
            maturity or other liquidation (or any Advance with respect thereto) of
            the last
            Mortgage Loan remaining in the Trust Fund and the disposition of all
            REO
            Property and (ii) the distribution to the Certificateholders of all amounts
            required to be distributed to them pursuant to this Agreement, as
            applicable.  In no event shall the trusts created hereby continue
            beyond the earlier of (i) the expiration of 21 years from the death of
            the last
            survivor of the descendants of Joseph P. Kennedy, the late Ambassador
            of the
            United States to the Court of St. James’s, living on the date hereof and (ii)
            the Latest Possible Maturity Date.

           

          The
            right
            to purchase all Mortgage Loans and REO Properties by the Terminator pursuant
            to
            clause (a) of the immediately preceding paragraph shall be conditioned
            upon (1)
            the Pool Stated Principal Balance, at the time of any such repurchase,
            is less
            than or equal to ten percent (10%) of the Cut-off Date Pool Principal
            Balance
            and (2) unless the NIM Insurer otherwise consents, the purchase price
            for such
            Mortgage Loans and REO Properties shall result in a final distribution
            on any
            NIM Insurer guaranteed notes that is sufficient (x) to pay such notes
            in full
            and (y) to pay any amounts due and payable to the NIM Insurer pursuant
            to the
            indenture related to such notes.  The preceding notwithstanding, on
            any Distribution Date on which each of the Master Servicer and the NIM
            Insurer
            shall have the option to purchase all the Mortgage Loans (and REO Properties)
            remaining in the Trust Fund pursuant to this Section 9.01, the NIM Insurer’s
            purchase option shall require the prior written consent of the Master
            Servicer.

           

          The
            Supplemental Interest Trust shall terminate on the earlier of (i) the
            termination of the last remaining Derivative Account and (ii) the termination
            of
            this Agreement.

           

          
            
              
              

            

            
              110

              
                

              

            

            
              
              

            

          

           

          The
            Senior-Subordinate Trust shall terminate automatically upon termination
            of the
            Trust Fund.

           

          
            	
                           
                      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 Terminator elects to terminate the Trust
            Fund pursuant to clause (a) of Section 9.01, at least 20 days prior to
            the date notice is to be mailed to the affected Certificateholders, the
            Terminator shall notify the Depositor and the Trustee of the date the
            Master
            Servicer intends to terminate the Trust Fund and of the applicable repurchase
            price of the Mortgage Loans and REO Properties.

           

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

           

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

           

          Upon
            presentation and surrender of the Certificates, the Trustee shall cause
            to be
            distributed to the Certificateholders of each Class, in each case on
            the final
            Distribution Date and in the order set forth in Section 4.02, in proportion
            to their respective Percentage Interests, with respect to Certificateholders
            of
            the same Class, an amount equal to (i) as to each Class of Regular
            Certificates, the Certificate Balance thereof plus accrued interest thereon
            (or
            on their Notional Amount, if applicable) in the case of an interest bearing
            Certificate and (ii) as to the Residual Certificates, the amount, if any,
            which remains on deposit in the Distribution Account (other than the
            amounts
            retained to meet claims) after application pursuant to clause (i)
            above.  Notwithstanding the reduction of the Class Certificate Balance
            of any Class of Certificates to zero, such Class will be outstanding
            hereunder
            (solely for the purpose of receiving distributions and not for any other
            purpose) until the termination of the respective obligations and
            responsibilities of the Depositor, each Seller, the Master Servicer and
            the
            Trustee hereunder in accordance with Article IX.

           

          
            
              
              

            

            
              111

              
                

              

            

            
              
              

            

          

           

          In
            the
            event that any affected Certificateholders shall not surrender its Certificates
            for cancellation within six months after the date specified in the above
            mentioned written notice, the Trustee shall give a second written notice
            to the
            remaining Certificateholders to surrender their Certificates for cancellation
            and receive the final distribution with respect thereto.  If within
            six months after the second notice all the applicable Certificates shall
            not
            have been surrendered for cancellation, the Trustee may take appropriate
            steps,
            or may appoint an agent to take appropriate steps, to contact the remaining
            Certificateholders concerning surrender of their Certificates, and the
            cost
            thereof shall be paid out of the funds and other assets which remain
            a part of
            the Trust Fund.  If within one year after the second notice all
            Certificates shall not have been surrendered for cancellation then, the
            Class A-R Certificateholders shall be entitled to all unclaimed funds and
            other assets of the Trust Fund which remain subject to this
            Agreement.

           

          
            	
                           
                      SECTION 9.03.

                  	
                    Additional
                      Termination Requirements.

                  


          

           

          (a)           In
            the event the Terminator exercises its purchase option as provided in
            Section 9.01, the REMICs shall be terminated in accordance with the
            following additional requirements, unless the Trustee has been supplied
            with an
            Opinion of Counsel, at the expense of the Terminator, to the effect that
            the
            failure to comply with the requirements of this Section 9.03 will not
            (i) result in the imposition of taxes on “prohibited transactions” on any
            REMIC as defined in section 860F of the Code, or (ii) cause any REMIC
            created hereunder to fail to qualify as a REMIC at any time that any
            Certificates are outstanding:

           

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

           

          (2)           Within
            90 days after the time of adoption of such a plan of complete liquidation,
            the
            Trustee shall sell all of the assets of each REMIC subject to termination
            hereto
            to the Terminator for cash in accordance with Section 9.01.

           

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

           

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

           

          
            
              
                
                

              

              
                112

                
                  

                

              

              
                
                

              

            

          

          


          ARTICLE
            X

          MISCELLANEOUS
            PROVISIONS

           

          
            	
                           
                      SECTION 10.01.

                  	
                    Amendment.

                  


          

           

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

           

          This
            Agreement may also be amended from time to time by the Depositor, each
            Seller,
            the Master Servicer and the Trustee with the consent of the Holders of
            a
            Majority in Interest of each Class of Certificates affected thereby for
            the
            purpose of adding any provisions to or changing in any manner or eliminating
            any
            of the provisions of this Agreement or of modifying in any manner the
            rights of
            the Holders of Certificates; provided, however, that no such
            amendment shall (i) reduce in any manner the amount of, or delay the
            timing of,
            payments required to be distributed on any Certificate without the consent
            of
            the Holder of such 

           

          
            
              
              

            

            
              113

              
                

              

            

            
              
              

            

          

           

          Certificate,
            (ii) adversely affect in any material respect the interests of the Holders
            of
            any Class of Certificates in a manner other than as described in (i),
            without
            the consent of the Holders of Certificates of such Class evidencing,
            as to such
            Class, Percentage Interests aggregating 66-2/3% or (iii) reduce the aforesaid
            percentages of Certificates the Holders of which are required to consent
            to any
            such amendment, without the consent of the Holders of all such Certificates
            then
            outstanding.

           

          Notwithstanding
            any contrary provision of this Agreement, no amendment shall adversely
            affect in
            any material respect the Swap Counterparty without the prior written
            consent of
            the Swap Counterparty, which consent shall not be unreasonably
            withheld.  Countrywide shall provide the Swap Counterparty with prior
            written notice of any proposed material amendment of this
            Agreement.

           

          Notwithstanding
            any contrary provision of this Agreement, the Trustee shall not consent
            to any
            amendment to this Agreement unless it shall have first received an Opinion
            of
            Counsel, which opinion shall not be an expense of the Trustee or the
            Trust Fund,
            to the effect that such amendment will not cause the imposition of any
            tax on
            any REMIC or the Certificateholders or cause any REMIC to fail to qualify
            as a
            REMIC at any time that any Certificates are outstanding.

           

          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, the
            Swap
            Counterparty and each Rating Agency.

           

          It
            shall
            not be necessary for the consent of Certificateholders under this Section
            to
            approve the particular form of any proposed amendment, but it shall be
            sufficient if such consent shall approve the substance thereof.  The
            manner of obtaining such consents and of evidencing the authorization
            of the
            execution thereof by Certificateholders shall be subject to such reasonable
            regulations as the Trustee may prescribe.

           

          Nothing
            in this Agreement shall require the Trustee to enter into an amendment
            without
            receiving an Opinion of Counsel (which Opinion shall not be an expense
            of the
            Trustee or the Trust Fund), satisfactory to the Trustee that (i) such
            amendment is permitted and is not prohibited by this Agreement and that
            all
            requirements for amending this Agreement have been complied with; and
            (ii) either (A) the amendment does not adversely affect in any
            material respect the interests of any Certificateholder or (B) the
            conclusion set forth in the immediately preceding clause (A) is not
            required to be reached pursuant to this Section 10.01.

           

          
            	
                           
                      SECTION 10.02.

                  	
                    Recordation
                      of Agreement; Counterparts.

                  


          

           

          This
            Agreement is subject to recordation in all appropriate public offices
            for real
            property records in all the counties or other comparable jurisdictions
            in which
            any or all of the properties subject to the Mortgages are situated, and
            in any
            other appropriate public recording office or elsewhere, such recordation
            to be
            effected by the Master Servicer at its expense, but only upon direction
            by the
            Trustee accompanied by an Opinion of Counsel to the effect that such
            recordation
            materially and beneficially affects the interests of the
            Certificateholders.

           

          For
            the
            purpose of facilitating the recordation of this Agreement as in this
            Agreement
            provided and for other purposes, this Agreement may be executed simultaneously
            in any number 

           

          
            
              
              

            

            
              114

              
                

              

            

            
              
              

            

          

           

          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) of
            the Mortgage Loans by the Sellers to the Depositor and (ii) Trust Fund
            by the
            Depositor to the Trustee each be, and be construed as, an absolute sale
            thereof
            to the Trustee.  It is, further, not the intention of the parties that
            such conveyances be deemed a pledge thereof.  However, in the event
            that, notwithstanding the intent of the parties, such assets are held
            to be the
            property of any Seller or the Depositor, as the case may be, or if for
            any other
            reason this Agreement is held or deemed to create a security interest
            in either
            such assets, then (i) this Agreement shall be deemed to be a security
            agreement (within the meaning of the Uniform Commercial Code of the State
            of New
            York) with respect to all such assets and security interests and (ii) the
            conveyances provided for in this Agreement shall be deemed to be an assignment
            and a grant pursuant to the terms of this Agreement (i) by each Seller
            to the
            Depositor or (ii) by the Depositor to the Trustee, for the benefit of
            the
            Certificateholders and the Swap Counterparty, of a security interest
            in all of
            the assets that constitute the Trust Fund, whether now owned or hereafter
            acquired.

           

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

           

          (b)           The
            Depositor hereby represents that:

           

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

           

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

           

          
            
              
              

            

            
              115

              
                

              

            

            
              
              

            

          

           

          (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.

           

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

           

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

           

          
            	
                    SECTION
                      10.05.

                  	
                    Notices.

                  


          

           

          (a)           The
            Trustee shall use its best efforts to promptly provide notice to each
            Rating
            Agency and the Swap Counterparty (other than with respect to 4 below)
            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;

           

          
            
              
              

            

            
              116

              
                

              

            

            
              
              

            

          

           

          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.

           

          (b)           All
            directions, demands and notices hereunder shall be in writing and shall
            be
            deemed to have been duly given when delivered by first class mail, by
            courier or
            by facsimile transmission to (1) in the case of the Depositor, CWALT,
            Inc., 4500
            Park Granada, Calabasas, California 91302, facsimile number:  (818)
            225-4016, Attention:  Josh Adler, (2) in the case
            of  Countrywide, Countrywide Home Loans, Inc., 4500 Park Granada,
            Calabasas, California 91302, facsimile number:  (818) 225-4016,
            Attention:  Josh Adler, or such other address as may be hereafter
            furnished to the Depositor and the Trustee by Countrywide in writing,
            (3) in the
            case of Park Granada 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,
            4W,
            New York, New York 10286, facsimile number:  (212) 815-3986,
            Attention: Mortgage-Backed Securities Group, CWALT, Inc. Series 2007-HY9,
            or
            such other address as the Trustee may hereafter furnish to the Depositor
            or
            Master Servicer, (8) in the case of the Rating Agencies, the address
            specified
            therefor in the definition corresponding to the name of such Rating Agency
            and
            (9) in the case of the Swap Counterparty, Deutsche Bank AG, New York
            Branch, 60
            Wall Street, New York, NY 10005, or such other address as may be hereafter
            furnished by the Swap Counterparty.  Notices to Certificateholders
            shall be deemed given when mailed, first class postage prepaid, to their
            respective addresses appearing in the Certificate Register.

           

          
            
              
              

            

            
              117

              
                

              

            

            
              
              

            

          

           

          
            	
                           
                      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 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


           

          
            
              
              

            

            
              118

              
                

              

            

            
              
              

            

          

           

          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 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.

           

          
            	
                           
                      SECTION 10.13.

                  	
                    Rights
                      of the NIM Insurer.

                  


          

           

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

           

          
            
              
              

            

            
              119

              
                

              

            

            
              
              

            

          

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           


          
            
              
              

            

            
              120

              
                

              

            

            
              
              

            

          


          


          ARTICLE
            XI

          EXCHANGE
            ACT REPORTING

           

          
            	
                           
                      SECTION 11.01.

                  	
                    Filing
                      Obligations.

                  


          

           

          The
            Master Servicer, the Trustee and each Seller shall reasonably cooperate
            with the
            Depositor in connection with the satisfaction of the Depositor’s reporting
            requirements under the Exchange Act with respect to the Trust
            Fund.  In addition to the information specified below, if so requested
            by the Depositor for the purpose of satisfying its reporting obligation
            under
            the Exchange Act, the Master Servicer, the Trustee and each Seller shall
            (and
            the Master Servicer shall cause each Subservicer to) provide the Depositor
            with
            (a) such information which is available to such Person without unreasonable
            effort or expense and within such timeframe as may be reasonably requested
            by
            the Depositor to comply with the Depositor’s reporting obligations under the
            Exchange Act and (b) to the extent such Person is a party (and the Depositor
            is
            not a party) to any agreement or amendment required to be filed, copies
            of such
            agreement or amendment in EDGAR-compatible form.

           

          
            	
                           
                      SECTION 11.02.

                  	
                    Form
                      10-D Filings.

                  


          

           

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

           

          (b)           No
            later than each Distribution Date, each of the Master Servicer and the
            Trustee
            shall notify (and the Master Servicer shall cause any Subservicer to
            notify) the
            Depositor and the Master Servicer of any Form 10-D Disclosure Item, together
            with a description of any such Form 10-D Disclosure Item in form and
            substance
            reasonably acceptable to the Depositor.  In addition to such
            information as the Master Servicer and the Trustee are obligated to provide
            pursuant to other provisions of this Agreement, if so requested by the
            Depositor, each of the Master Servicer and the Trustee shall provide
            such
            information which is available to the Master Servicer and the Trustee,
            as
            applicable, without unreasonable effort or expense regarding the performance
            or
            servicing of the Mortgage Loans (in the case of the Trustee, based on
            the
            information provided by the Master Servicer) as is reasonably required
            to
            facilitate preparation of distribution reports 

           

          
            
              
              

            

            
              121

              
                

              

            

            
              
              

            

          

          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, the Depositor
            or the
            NIM Insurer with respect to any failure to properly prepare or file any
            of Form
            10-D to the extent that such failure is not the result of any negligence,
            bad
            faith or willful misconduct on its part.

           

          
            	
                           
                      SECTION 11.03.

                  	
                    Form
                      8-K Filings.

                  


          

           

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

           

          
            	
                           
                      SECTION 11.04.

                  	
                    Form
                      10-K Filings.

                  


          

           

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

           

          If
            the
            Item 1119 Parties listed on Exhibit X have changed since the Closing
            Date, no
            later than March 1 of each year, the Master Servicer shall provide each
            of the
            Master Servicer (and the Master Servicer shall provide any Subservicer)
            and the
            Trustee with an updated Exhibit X setting forth the Item 1119
            Parties.  No later than March 15 of each year, commencing in 2008, the
            Master Servicer and the Trustee shall notify (and the Master Servicer
            shall
            cause any Subservicer to notify) the Depositor and the Master Servicer
            of any
            Form 10-K Disclosure Item, together with a description of any such Form
            10-K
            Disclosure Item in form and substance reasonably

           

          
            
              
              

            

            
              122

              
                

              

            

            
              
              

            

          

           

          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 V-1 (in the case of a
            Subservicer or any Reporting Subcontractor of the Master Servicer or
            a
            Subservicer) and Exhibit V-2 (in the case of the Trustee or any Reporting
            Subcontractor of the Trustee), on which the Certifying Person, the entity
            for
            which the Certifying Person acts as an officer, and such entity’s officers,
            directors and Affiliates (collectively with the Certifying Person,
“Certification Parties”) can reasonably rely.  The senior officer in
            charge of the servicing function of the Master Servicer shall serve as
            the
            Certifying Person on behalf of the Trust Fund.  Neither the Master
            Servicer nor the Depositor will request delivery of a certification under
            this
            clause unless the Depositor is required under the Exchange Act to file
            an annual
            report on Form 10-K with respect to the Trust Fund.  In the event that
            prior to the filing date of the Form 10-K in March of each year, the
            Trustee or
            the Depositor has actual knowledge of information material to the Sarbanes-Oxley
            Certification, the Trustee or the Depositor, as the case may be, shall
            promptly
            notify the Master Servicer and the Depositor.  The respective parties
            hereto agree to cooperate with all reasonable requests made by any Certifying
            Person or Certification Party in connection with such Person’s attempt to
            conduct any due diligence that such Person reasonably believes to be
            appropriate
            in order to allow it to deliver any Sarbanes-Oxley Certification or portion
            thereof with respect to the Trust Fund.

           

          
            	
                           
                      SECTION 11.06.

                  	
                    Form
                      15 Filing.

                  


          

           

          Prior
            to
            January 30 of the first year in which the Depositor is able to do so
            under
            applicable law, the Depositor shall file a Form 15 relating to the automatic
            suspension of reporting in respect of the Trust Fund under the Exchange
            Act.

           

          
            	
                           
                      SECTION 11.07.

                  	
                    Report
                      on Assessment of Compliance and
                      Attestation.

                  


          

           

          
            
              
              

            

            
              123

              
                

              

            

            
              
              

            

          

           

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

           

          (1)           Each
            of the Master Servicer and the Trustee shall deliver to the Depositor
            and the
            Master Servicer a report (in form and substance reasonably satisfactory
            to the
            Depositor) regarding the Master Servicer’s or the Trustee’s, as applicable,
            assessment of compliance with the Servicing Criteria during the immediately
            preceding calendar year, as required under Rules 13a-18 and 15d-18 of
            the
            Exchange Act and Item 1122 of Regulation AB.  Such report shall be
            signed by an authorized officer of such Person and shall address each
            of the
            Servicing Criteria specified on a certification substantially in the
            form of
            Exhibit W hereto delivered to the Depositor concurrently with the execution
            of
            this Agreement.  To the extent any of the Servicing Criteria are not
            applicable to such Person, with respect to asset-backed securities transactions
            taken as a whole involving such Person and that are backed by the same
            asset
            type backing the Certificates, such report shall include such a statement
            to
            that effect.  The Depositor and the Master Servicer, and each of their
            respective officers and directors shall be entitled to rely on upon each
            such
            servicing criteria assessment.

           

          (2)           Each
            of the Master Servicer and the Trustee shall deliver to the Depositor
            and the
            Master Servicer a report of a registered public accounting firm reasonably
            acceptable to the Depositor that attests to, and reports on, the assessment
            of
            compliance made by Master Servicer or the Trustee, as applicable, and
            delivered
            pursuant to the preceding paragraphs.  Such attestation shall be in
            accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under
            the
            Securities Act and the Exchange Act, including, without limitation that
            in the
            event that an overall opinion cannot be expressed, such registered public
            accounting firm shall state in such report why it was unable to express
            such an
            opinion.  Such report must be available for general use and not
            contain restricted use language.  To the extent any of the Servicing
            Criteria are not applicable to such Person, with respect to asset-backed
            securities transactions taken as a whole involving such Person and that
            are
            backed by the same asset type backing the Certificates, such report shall
            include such a statement that that effect.

           

          (3)           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.

           

          (4)           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.

           

          (5)           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 

           

          
            
              
              

            

            
              124

              
                

              

            

            
              
              

            

          

          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 W hereto delivered
            to the
            Depositor concurrently with the execution of this Agreement or, in the
            case of a
            Subservicer subsequently appointed as such, on or prior to the date of
            such
            appointment.  An assessment of compliance provided by a Subcontractor
            pursuant to Section 11.07(a)(3) or (4) need not address any elements
            of the
            Servicing Criteria other than those specified by the Master Servicer
            or the
            Trustee, as applicable, pursuant to Section 11.07(a)(1).

           

          
            	
                           
                      SECTION 11.08.

                  	
                    Use
                      of Subservicers and
                      Subcontractors.

                  


          

           

          (a)           The
            Master Servicer shall cause any Subservicer used by the Master Servicer
            (or by
            any Subservicer) for the benefit of the Depositor to comply with the
            provisions
            of Section 3.16 and this Article XI to the same extent as if such Subservicer
            were the Master Servicer (except with respect to the Master Servicer’s duties
            with respect to preparing and filing any Exchange Act Reports or as the
            Certifying Person).  The Master Servicer shall be responsible for
            obtaining from each Subservicer and delivering to the Depositor any servicer
            compliance statement required to be delivered by such Subservicer under
            Section
            3.16, any assessment of compliance and attestation required to be delivered
            by
            such Subservicer under Section 11.07 and any certification required to
            be
            delivered to the Certifying Person under Section 11.05 as and when required
            to
            be delivered.  As a condition to the succession to any Subservicer as
            subservicer under this Agreement by any Person (i) into which such Subservicer
            may be merged or consolidated, or (ii) which may be appointed as a successor
            to
            any Subservicer, the Master Servicer shall provide to the Depositor,
            at least 15
            calendar days prior to the effective date of such succession or appointment,
            (x)
            written notice to the Depositor of such succession or appointment and
            (y) in
            writing and in form and substance reasonably satisfactory to the Depositor,
            all
            information reasonably requested by the Depositor in order to comply
            with its
            reporting obligation under Item 6.02 of Form 8-K.

           

          (b)           It
            shall not be necessary for the Master Servicer, any Subservicer or the
            Trustee
            to seek the consent of the Depositor or any other party hereto to the
            utilization of any Subcontractor.  The Master Servicer or the Trustee,
            as applicable, shall promptly upon request provide to the Depositor (or
            any
            designee of the Depositor, such as the Master Servicer or administrator)
            a
            written description (in form and substance satisfactory to the Depositor)
            of the
            role and function of each Subcontractor utilized by such Person (or in
            the case
            of the Master Servicer or any Subservicer), specifying (i) the identity
            of each
            such Subcontractor, (ii) which (if any) of such Subcontractors are
“participating in the servicing function” within the meaning of Item 1122 of
            Regulation AB, and (iii) which elements of the Servicing Criteria will
            be
            addressed 

           

          
            
              
              

            

            
              125

              
                

              

            

            
              
              

            

          

          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 or any Subservicer) for the benefit of the Depositor to comply
            with the
            provisions of Sections 11.07 and 11.09 of this Agreement to the same
            extent as
            if such Subcontractor were the Master Servicer  (except with respect
            to the Master Servicer’s duties with respect to preparing and filing any
            Exchange Act Reports or as the Certifying Person) or the Trustee, as
            applicable.  The Master Servicer or the Trustee, as applicable, shall
            be responsible for obtaining from each Subcontractor and delivering to
            the
            Depositor and the Master Servicer, any assessment of compliance and attestation
            required to be delivered by such Subcontractor under Section 11.05 and
            Section
            11.07, in each case as and when required to be delivered.

           

          
            	
                           
                      SECTION 11.09.

                  	
                    Amendments.

                  


          

           

          In
            the
            event the parties to this Agreement desire to further clarify or amend
            any
            provision of this Article XI, this Agreement shall be amended to reflect
            the new
            agreement between the parties covering matters in this Article XI pursuant
            to
            Section 10.01, which amendment shall not require any Opinion of Counsel
            or
            Rating Agency confirmations or the consent of any Certificateholder or
            the NIM
            Insurer. If, during the period that the Depositor is required to file
            Exchange
            Act Reports with respect to the Trust Fund, the Master Servicer is no
            longer an
            Affiliate of the Depositor, the Depositor shall assume the obligations
            and
            responsibilities of the Master Servicer in this Article XI with respect
            to the
            preparation and filing of the Exchange Act Reports and/or acting as the
            Certifying Person, if the Depositor has received indemnity from such
            successor
            Master Servicer satisfactory to the Depositor, and such Master Servicer
            has
            agreed to provide a Sarbanes-Oxley Certification to the Depositor substantially
            in the form of Exhibit Y and the certifications referred to in Section
            11.07.

           

          
            	
                           
                      SECTION 11.10.

                  	
                    Reconciliation
                      of Accounts.

                  


          

           

          Any
            reconciliation of Accounts performed by any party hereto, or any Subservicer
            or
            Subcontractor shall be prepared no later than 45 calendar days after
            the bank
            statement cutoff date.

           

          


           

          *           *           *           *           *           *

           


          
            
              
              

            

            
              126

              
                

              

            

            
              
              

            

          


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

           

          
            	 	
                    CWALT,
                      INC.,

                    as
                      Depositor

                     

                     

                    By:  /s/
                      Kushal
                      Bhakta                                 
                      

                    Name:  Kushal
                      Bhakta

                    Title:    Senior
                      Vice President

                     

                    THE
                      BANK OF NEW YORK,

                    as
                      Trustee

                     

                     

                    By:  /s/
                      Michelle K.
                      Person                          
                      

                    Name:  Michelle
                      K. Person

                    Title:  Vice
                      President

                     

                    COUNTRYWIDE
                      HOME LOANS, INC.,

                    as
                      a Seller

                     

                     

                    By:  /s/
                      Kushal
                      Bhakta                                 
                      

                    Name:  Kushal
                      Bhakta

                    Title:    Senior
                      Vice President

                     

                    PARK
                      GRANADA LLC,

                    as
                      a Seller

                     

                     

                    By:  /s/
                      Kushal
                      Bhakta                                 
                      

                    Name:  Kushal
                      Bhakta

                    Title:    Senior
                      Vice President

                     

                  


          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          


          
            	 	
                    PARK
                      MONACO INC.,

                    as
                      a Seller

                     

                     

                    By:  /s/
                      Kushal
                      Bhakta                                 
                      

                    Name:  Kushal
                      Bhakta

                    Title:    Senior
                      Vice President

                     

                    PARK
                      SIENNA LLC,

                    as
                      a Seller

                     

                    By:  /s/
                      Kushal
                      Bhakta                                 
                      

                    Name:  Kushal
                      Bhakta

                    Title:    Senior
                      Vice President

                     

                    COUNTRYWIDE
                      HOME LOANS SERVICING LP,

                    as
                      Master Servicer

                    By:  COUNTRYWIDE
                      GP, INC.

                    By:  /s/
                      Kushal
                      Bhakta                                 
                      

                    Name:  Kushal
                      Bhakta

                    Title:    Senior
                      Vice President

                     

                  


          

          


          Acknowledged
            solely with respect to 

          the
            Trustee’s obligations under 

          Section
            4.01(b):

           

          


           

          THE
            BANK
            OF NEW YORK, in its individual capacity

           

          


           

          By  /s/
            Paul
            Connolly                                 


          Name:    Paul
            Connolly

          Title:      Vice
            President

          
 


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          SCHEDULE
            I

           

          Mortgage
            Loan Schedule

           

          [Delivered
            at Closing to Trustee]

           

          


           


          
            
              
              

            

            
              S-I-1

              
                

              

            

            
              
              

            

          


          SCHEDULE
            II-A

           

          CWALT,
            Inc.

           

          Mortgage
            Pass-Through Certificates

           

          Series
            2007-HY9

           

          Representations
            and Warranties of Countrywide

           

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

           

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

           

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

           

          (3)           The
            execution and delivery of the Pooling and Servicing Agreement by Countrywide
            ,
            the sale of the Countrywide Mortgage Loans by Countrywide under the Pooling
            and
            Servicing Agreement, the consummation of any other of the transactions
            contemplated by the Pooling and Servicing Agreement, and the fulfillment
            of or
            compliance with the terms thereof are in the ordinary course of business
            of
            Countrywide and will not (A) result in a material breach of any term or
            provision of the charter or by-laws of Countrywide or (B) materially
            conflict with, result in a material breach, violation or acceleration
            of, or
            result in a material 

           

          
            
              
              

            

            
              S-II-A-1

              
                

              

            

            
              
              

            

          

           

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

           

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

           

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

           

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

           

          (7)           Countrywide
            intends to treat the transfer of the Countrywide Mortgage Loans to the
            Depositor
            as a sale of the Countrywide Mortgage Loans for all tax, accounting and
            regulatory purposes.

           

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

           

          
            
              
              

            

            
              S-II-A-2

              
                

              

            

            
              
              

            

          


          SCHEDULE
            II-B

           

          CWALT,
            Inc.

           

          Mortgage
            Pass-Through Certificates

           

          Series
            2007-HY9

           

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

           

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

           

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

           

          (3)           The
            execution and delivery of the Pooling and Servicing Agreement by Park
            Granada,
            the sale of the Park Granada Mortgage Loans by Park Granada under the
            Pooling
            and Servicing Agreement, the consummation of any other of the transactions
            contemplated by the Pooling and Servicing Agreement, and the fulfillment
            of or
            compliance with the terms thereof are in the ordinary course of business
            of Park
            Granada and will not (A) result in a material breach of any term or provision
            of
            the certificate of formation or the limited liability company agreement
            of Park
            Granada or (B) materially conflict with, result in a material breach,
            violation
            or acceleration of, or result in a material default under, the terms
            of any
            other material agreement or instrument to which Park Granada is a party
            or by
            which it may be bound, or (C) constitute a material violation of any
            statute,
            order or regulation applicable to Park Granada of any court, regulatory
            body,
            administrative agency or governmental body having jurisdiction over Park
            Granada; and Park Granada is not in breach or violation of any material
            indenture or other 

           

          
            
              
              

            

            
              S-II-B-1

              
                

              

            

            
              
              

            

          

          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-HY9

           

          Representations
            and Warranties of Park Monaco

           

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

           

          (1)           Park
            Monaco is a corporation duly formed and validly existing and in good
            standing
            under the laws of the State of Delaware.

           

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

           

          (3)           The
            execution and delivery of the Pooling and Servicing Agreement by Park
            Monaco,
            the sale of the Park Monaco Mortgage Loans by Park Monaco under the Pooling
            and
            Servicing Agreement, the consummation of any other of the transactions
            contemplated by the Pooling and Servicing Agreement, and the fulfillment
            of or
            compliance with the terms thereof are in the ordinary course of business
            of Park
            Monaco and will not (A) result in a material breach of any term or provision
            of
            the certificate of incorporation or by-laws of Park Monaco or (B) materially
            conflict with, result in a material breach, violation or acceleration
            of, or
            result in a material default under, the terms of any other material agreement
            or


           

          
            
              
              

            

            
              S-II-C-1

              
                

              

            

            
              
              

            

          

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

           

          (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-HY9

           

          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, and 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 has duly authorized by all necessary corporate action on the part
            of Park
            Sienna the execution, delivery and performance of the Pooling and Servicing
            Agreement; and the Pooling and Servicing Agreement, assuming the due
            authorization, execution and delivery thereof by the other parties thereto,
            constitutes a legal, valid and binding obligation of Park Sienna, enforceable
            against Park Sienna in accordance with its terms, except that (a) the
            enforceability thereof may be limited by bankruptcy, insolvency, moratorium,
            receivership and other similar laws relating to creditors’ rights generally and
            (b) the remedy of specific performance and injunctive and other forms
            of
            equitable relief may be subject to equitable defenses and to the discretion
            of
            the court before which any proceeding therefor may be brought.

           

          (3)           The
            execution and delivery of the Pooling and Servicing Agreement by Park
            Sienna,
            the sale of the Park Sienna Mortgage Loans by Park Sienna under the Pooling
            and
            Servicing Agreement, the consummation of any other of the transactions
            contemplated by the Pooling and Servicing Agreement, and the fulfillment
            of or
            compliance with the terms thereof are in the ordinary course of business
            of Park
            Sienna and will not (A) result in a material breach of any term or provision
            of
            the certificate of formation or the limited liability company agreement
            of Park
            Sienna or (B) materially conflict with, result in a material breach,
            violation
            or acceleration of, or result in a material default under, the terms
            of any
            other material agreement or instrument to which Park Sienna is a party
            or by
            which it may be bound, or (C) constitute a material violation of any
            statute,
            order or regulation applicable to Park Sienna of any court, regulatory
            body,
            administrative agency or governmental body having jurisdiction over Park
            Sienna;
            and Park Sienna is not in breach or violation of any material indenture
            or other
            material agreement or instrument, or in violation of any statute, order
            or
            regulation of any court, 

           

          
            
              
              

            

            
              S-II-D-1

              
                

              

            

            
              
              

            

          

          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-HY9

           

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

           

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

           

          (1)           The
            information set forth on Schedule I to the Pooling and Servicing Agreement
            with
            respect to each Mortgage Loan (other than the information contained in
            clauses
            (xxii), (xxiii) and (xxiv) of the Mortgage Loan Schedule) is true and
            correct in
            all material respects as of the Closing Date.

           

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

           

          (3)           No
            Mortgage Loan had a Loan-to-Value Ratio at origination in excess
            of  100.00%.

           

          (4)           Each
            Mortgage is a valid and enforceable first lien on the Mortgaged Property
            subject
            only to (a) the lien of non delinquent current real property taxes and
            assessments, (b) covenants, conditions and restrictions, rights of way,
            easements and other matters of public record as of the date of recording
            of such
            Mortgage, such exceptions appearing of record being acceptable to mortgage
            lending institutions generally or specifically reflected in the appraisal
            made
            in connection with the origination of the related Mortgage Loan, and
            (c) other
            matters to which like properties are commonly subject which do not materially
            interfere with the benefits of the security intended to be provided by
            such
            Mortgage.

           

          (5)           [Reserved].

           

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

           

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

           

          
            
              
              

            

            
              S-III-A-1

              
                

              

            

            
              
              

            

          

           

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

           

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

           

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

           

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

           

          (12)           A
            lender’s policy of title insurance together with a condominium endorsement and
            extended coverage endorsement, if applicable, in an amount at least equal
            to the
            Cut-off Date Stated Principal Balance of each such Mortgage Loan or a
            commitment
            (binder) to issue the same was effective on the date of the origination
            of each
            Mortgage Loan, each such policy is valid and remains in full force and
            effect,
            and each such policy was issued by a title insurer qualified to do business
            in
            the jurisdiction where the Mortgaged Property is located and acceptable
            to FNMA
            or FHLMC and is in a form acceptable to FNMA or FHLMC, which policy insures
            Countrywide and successor owners of indebtedness secured by the insured
            Mortgage, as to the first priority lien of the Mortgage subject to the
            exceptions set forth in paragraph (4) above and against any loss by reason
            of
            the invalidity or unenforceability of the lien resulting from the provisions
            of
            the Mortgage providing for adjustment in the mortgage interest rate and/or
            monthly payment; to the best of Countrywide’s knowledge, no claims have been
            made under such mortgage title insurance policy and no prior holder of
            the
            related Mortgage, including Countrywide, has done, by act or omission,
            anything
            which would impair the coverage of such mortgage title insurance
            policy.

           

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

           

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

           

          
            
              
              

            

            
              S-III-A-2

              
                

              

            

            
              
              

            

          

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

          
            
              
              

            

            
              S-III-A-3

              
                

              

            

            
              
              

            

          

           

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

           

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

           

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

           

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

           

          (27)           As
            of the Closing Date, approximately 48.72% of the Mortgage Loans (and
            approximately 49.13% of the Mortgage Loans in Sub-Group X by aggregate
            Cut-off
            Date Principal Balance of the Mortgage Loans in Sub-Group X), by aggregate
            Cut-off Date Principal Balance of the Mortgage Loans, provide for a Prepayment
            Charge.

           

          (28)           Each
            Mortgage Loan that had a Loan-to-Value Ratio at origination in excess
            of 80% is
            the subject of a Primary Insurance Policy that insures that portion of
            the
            principal balance equal to a specified percentage times the sum of the
            remaining
            principal balance of the related Mortgage Loan, the accrued interest
            thereon and
            the related foreclosure expenses.  The specified coverage percentage
            for mortgage loans with terms to maturity of between 25 and 30 years
            is 12% for
            Loan-to-Value Ratios between 80.01% and 85.00%, 25% for Loan-to-Value
            Ratios
            between 85.01% and 90.00%, 30% for Loan-to-Value Ratios between 90.01%
            and
            95.00% and 35% for Loan-to-Value Ratios between 95.01% and 100%.  The
            specified coverage percentage for mortgage loans with terms to maturity
            of up to
            20 years ranges from 6% to 12% for Loan-to-Value Ratios between 80.01%
            and
            85.00%; from 12% to 20% for Loan-to-Value Ratios between 85.01% and 90.00%
            and
            from 20% to 25% for Loan-to-Value Ratios between 90.01% and 95.00%. Each
            such
            Primary Insurance Policy is issued by a Qualified Insurer.  All
            provisions of any such Primary Insurance Policy have been and are being
            complied
            with, any such policy is in full force and effect, and all premiums due
            thereunder have been paid.  Any Mortgage subject to any such Primary
            Insurance Policy obligates either the Mortgagor or the mortgagee thereunder
            to
            maintain such insurance and to pay all premiums and charges in connection
            therewith, subject, in each case, to the provisions of Section 3.09(b)
            of the
            Pooling and Servicing Agreement.  The Mortgage Rate for each Mortgage
            Loan is net of any such insurance premium.

           

          (29)           As
            of the Closing Date, the improvements upon each Mortgaged Property are
            covered
            by a valid and existing hazard insurance policy with a generally acceptable
            carrier that provides for fire and extended coverage and coverage for
            such other
            hazards as are customary in the area where the Mortgaged Property is
            located in
            an amount which is at least equal to the lesser of (i) the maximum insurable
            value of the improvements securing such Mortgage Loan or (ii) the greater
            of (a)
            the outstanding principal balance of the Mortgage Loan and (b) an amount
            such
            that the proceeds of such policy shall be sufficient to prevent the Mortgagor
            and/or the mortgagee from becoming a co-insurer.  If the Mortgaged
            Property is a condominium unit, it is included under the coverage afforded
            by a
            blanket policy for the condominium unit.  All such individual
            insurance policies and all flood policies referred to in item (30) below
            contain
            a standard mortgagee clause naming Countrywide or the original mortgagee,
            and
            its successors in 

           

          
            
              
              

            

            
              S-III-A-4

              
                

              

            

            
              
              

            

          

          interest,
            as mortgagee, and Countrywide has received no notice that any premiums
            due and
            payable thereon have not been paid; the Mortgage obligates the Mortgagor
            thereunder to maintain all such insurance including flood insurance at
            the
            Mortgagor’s cost and expense, and upon the Mortgagor’s failure to do so,
            authorizes the holder of the Mortgage to obtain and maintain such insurance
            at
            the Mortgagor’s cost and expense and to seek reimbursement therefor from the
            Mortgagor.

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

          
            
              
              

            

            
              S-III-A-5

              
                

              

            

            
              
              

            

          

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

           

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

           

          (39)           None
            of the Mortgage Loans is a graduated payment mortgage loan or a growing
            equity
            mortgage loan, and none of the 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 220 Mortgage Loans (and 49 of the Mortgage Loans in Sub-Group X),
            each
            Mortgage Loan has a payment date on or before the Due Date in the month
            of the
            first Distribution Date.

           

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

           

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

           

          (45)           No
            Mortgage Loan originated between October 1, 2002 and March 7, 2003 is
            subject to
            the Georgia Fair Lending Act, as amended.  No Mortgage Loan originated
            between October 1, 2002 and March 7, 2003 is secured by a Mortgaged Property
            located in the state of 

           

          
            
              
              

            

            
              S-III-A-6

              
                

              

            

            
              
              

            

          

           

          Georgia,
            and there is no Mortgage Loan originated on or after March 7, 2003 that
            is a
“high cost home loan” as defined under the Georgia Fair Lending
            Act.

           

          (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)           No
            Mortgage Loan is a “High-Cost Home Mortgage Loan” as defined in the
            Massachusetts Predatory Home Loan Practices Act effective November 7,
            2004
            (Mass. Gen. Law ch. 183C).

           

          (51)           [Reserved].

           

          (52)           [Reserved].

           

          (53)           No
            Mortgage Loan is a High Cost Loan or Covered Loan, as applicable, and
            with
            respect to the foregoing, the terms “High Cost Loan” and “Covered Loan” have the
            meaning assigned to them in the then current Standard & Poor’s LEVELS®
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-HY9

           

          Representations
            and Warranties of Countrywide as to the Countrywide Mortgage
            Loans

           

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

           

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

           

          
            
              
              

            

            
              S-III-B-1

              
                

              

            

            
              
              

            

          


          SCHEDULE
            III-C

           

          CWALT,
            Inc.

           

          Mortgage
            Pass-Through Certificates

           

          Series
            2007-HY9

           

          Representations
            and Warranties of Park Granada as to the Park Granada Mortgage
            Loans

           

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

           

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

           

          
            
              
              

            

            
              S-III-C-1

              
                

              

            

            
              
              

            

          


          SCHEDULE
            III-D

           

          CWALT,
            Inc.

           

          Mortgage
            Pass-Through Certificates

           

          Series
            2007-HY9

           

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

           

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

           

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

           

          
            
              
              

            

            
              S-III-D-1

              
                

              

            

            
              
              

            

          


          SCHEDULE
            III-E

           

          CWALT,
            Inc.

           

          Mortgage
            Pass-Through Certificates

           

          Series
            2007-HY9

           

          Representations
            and Warranties of Park Sienna as to the Park Sienna Mortgage
            Loans

           

          Park
            Sienna LLC (“Park Sienna”) hereby makes the representations and warranties set
            forth in this Schedule III-E to the Depositor, the Master Servicer and
            the
            Trustee, with respect to the Park Sienna Mortgage Loans as of the Closing
            Date,
            or if so specified herein, as of the Cut-off Date.  Capitalized terms
            used but not otherwise defined in this Schedule III-E shall have the
            meanings
            ascribed thereto in the Pooling and Servicing Agreement (the “Pooling and
            Servicing Agreement”) relating to the above-referenced Series, among Countrywide
            Home Loans, Inc., as a seller, Park Sienna LLC, as a seller, Park Monaco
            Inc.,
            as a seller, Park Granada LLC, as a seller, Countrywide Home Loans Servicing
            LP,
            as master servicer, CWALT, Inc., as depositor, and The Bank of New York,
            as
            trustee.

           

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

           

           

          
            
              
              

            

            
              S-III-E-1

              
                

              

            

            
              
              

            

          


          SCHEDULE
            IV

           

          CWALT,
            Inc.

           

          Mortgage
            Pass-Through Certificates

           

          Series
            2007-HY9

           

          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
            Balances Schedule

           

          


          *[Attached
            to Prospectus Supplement, if applicable.]

          



          
            
              
              

            

            
              S-V-1

              
                

              

            

            
              
              

            

          


          SCHEDULE
            VI

          Form
            of
            Monthly Master Servicer Report

          


          
            	
                    LOAN
                      LEVEL REPORTING SYSTEM

                  
	
                    DATABASE
                      STRUCTURE

                  
	
                    [MONTH,
                      YEAR]

                  
	
                    Field
                      Number

                  	
                    Field
                      Name

                  	
                    Field
                      Type

                  	
                    Field
                      Width

                  	
                    Dec

                  
	
                    1

                  	
                    INVNUM

                  	
                    Numeric

                  	
                    4

                  	 
	
                    2

                  	
                    INVBLK

                  	
                    Numeric

                  	
                    4

                  	 
	
                    3

                  	
                    INACNU

                  	
                    Character

                  	
                    8

                  	 
	
                    4

                  	
                    BEGSCH

                  	
                    Numeric

                  	
                    15

                  	
                    2

                  
	
                    5

                  	
                    SCHPRN

                  	
                    Numeric

                  	
                    13

                  	
                    2

                  
	
                    6

                  	
                    TADPRN

                  	
                    Numeric

                  	
                    11

                  	
                    2

                  
	
                    7

                  	
                    LIQEPB

                  	
                    Numeric

                  	
                    11

                  	
                    2

                  
	
                    8

                  	
                    ACTCOD

                  	
                    Numeric

                  	
                    11

                  	 
	
                    9

                  	
                    ACTDAT

                  	
                    Numeric

                  	
                    4

                  	 
	
                    10

                  	
                    INTPMT

                  	
                    Numeric

                  	
                    8

                  	 
	
                    11

                  	
                    PRNPMT

                  	
                    Numeric

                  	
                    13

                  	
                    2

                  
	
                    12

                  	
                    ENDSCH

                  	
                    Numeric

                  	
                    13

                  	
                    2

                  
	
                    13

                  	
                    SCHNOT

                  	
                    Numeric

                  	
                    13

                  	
                    2

                  
	
                    14

                  	
                    SCHPAS

                  	
                    Numeric

                  	
                    7

                  	
                    3

                  
	
                    15

                  	
                    PRINPT

                  	
                    Numeric

                  	
                    7

                  	
                    3

                  
	
                    16

                  	
                    PRIBAL

                  	
                    Numeric

                  	
                    11

                  	
                    2

                  
	
                    17

                  	
                    LPIDTE

                  	
                    Numeric

                  	
                    13

                  	
                    2

                  
	
                    18

                  	
                    DELPRN

                  	
                    Numeric

                  	
                    7

                  	 
	
                    19

                  	
                    PPDPRN

                  	
                    Numeric

                  	
                    11

                  	
                    2

                  
	
                    20

                  	
                    DELPRN

                  	
                    Numeric

                  	
                    11

                  	
                    2

                  
	
                    21

                  	
                    NXTCHG

                  	
                    Numeric

                  	
                    8

                  	 
	
                    22

                  	
                    ARMNOT

                  	
                    Numeric

                  	
                    7

                  	
                    3

                  
	
                    23

                  	
                    ARMPAS

                  	
                    Numeric

                  	
                    7

                  	
                    3

                  
	
                    24

                  	
                    ARMPMT

                  	
                    Numeric

                  	
                    11

                  	
                    2

                  
	
                    25

                  	
                    ZZTYPE

                  	
                    Character

                  	
                    2

                  	 
	
                    26

                  	
                    ISSUID

                  	
                    Character

                  	
                    1

                  	 
	
                    27

                  	
                    KEYNAME

                  	
                    Character

                  	
                    8

                  	 
	
                    TOTAL

                  	 	 	
                    240

                  	 
	
                    Suggested
                      Format:

                  	
                    DBASE
                      file

                    Modem
                      transmission

                  	 	 	 


          


          
            
              
              

            

            
              S-VI-1

              
                

              

            

            
              
              

            

          


          SCHEDULE
            VII

          Available
            Exchanges of Depositable Certificates for Exchangeable Certificates(1)

           

          


          
            	
                    
                      Classes
                        of Depositable

                      Certificates

                    

                  	
                    
                      Related
                        Classes of Exchangeable Certificates

                    

                  
	
                    
                      Classes
                        of

                      Depositable

                      Certificates

                    

                  	
                    
                      Original

                      Class

                      Certificate

                      Balance

                    

                  	
                    
                      Classes
                        of

                      Exchangeable

                      Certificates

                    

                  	
                    
                      Maximum

                      Original

                      Class
                        Certificate

                      Balance

                    

                  	
                    
                      Pass-

                      Through

                      Rate

                    

                  
	
                    Combination
                      1

                  	 	 	 
	
                    Class
                      A-1

                  	
                    $537,436,000

                  	
                    Class
                      A-2 (2)

                  	
                    $483,692,000

                  	
                    Floating

                  
	 	 	
                    Class
                      A-3 (2)

                  	
                    $53,744,000

                  	
                    Floating

                  
	 	 	 	 	 


          

          ______________

          
            	
                    (1)

                  	
                    If,
                      as a result of a proposed exchange, a Certificateholder would
                      hold a
                      Depositable Certificate or Exchangeable Certificate of a Class
                      in an
                      amount less than the applicable minimum denomination for that
                      Class, the
                      Certificateholder will be unable to effect the proposed
                      exchange.

                  


          

           

          
            	
                    (2)

                  	
                    Any
                      Applied Realized Loss Amounts allocable to the Class A-1 Certificates
                      shall be allocated sequentially, to the Class A-3 and Class
                      A-2
                      Certificates, in that order, until their respective Class Certificate
                      Balances are reduced to zero.

                  


          

           

        

      

    

     

    
      
        
        

      

      
        S-VII-1

        
          

        

      

      
        
        

      

    

    
 

    EXHIBIT
      A

     

    [FORM
      OF
      SENIOR CERTIFICATE AND EXCHANGEABLE 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

     

    *                 
      *                   *


    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    


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

     

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

     

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

     

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

     

    *               *              *


    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    


    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

     


    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    


    PURCHASE
      AND HOLDING OF THE CERTIFICATE SATISFY THE REQUIREMENTS FOR EXEMPTIVE RELIEF
      UNDER SECTIONS I AND III OF PTCE 95-60, OR (B) AN OPINION OF COUNSEL IN
      ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO
      HEREIN.  NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY
      PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT
      PLAN SUBJECT TO ERISA OR A PLAN OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE
      CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED
      ABOVE SHALL BE VOID AND OF NO EFFECT.]

     

    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    

    
       

      
        
          	
                  Certificate
                    No.

                	
                  :

                	 
	 	 	 
	
                  Cut-off
                    Date

                	
                  :

                	 
	 	 	 
	
                  First
                    Distribution Date

                	
                  :

                	 
	 	 	 
	
                  Initial
                    Certificate Balance 

                  of
                    this Certificate 

                  (“Denomination”)

                	
                  :

                	
                  $

                
	 	 	 
	
                  Initial
                    Certificate Balance 

                  of
                    all Certificates of 

                  this
                    Class

                	
                  :

                	
                  $

                
	 	 	 
	
                  CUSIP

                	
                  :

                	 
	 	 	 
	
                  Interest
                    Rate

                	
                  :

                	 
	 	 	 
	
                  Maturity
                    Date

                	
                  :

                	 


        

         

      

    

    CWALT,
      INC.

    Mortgage
      Pass-Through Certificates, Series 200____-____

    Class
      [  ]

     

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

     

    CWALT,
      Inc., as Depositor

     

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

     

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

     


    
      
        
        

      

      
        B-3

        
          

        

      

      
        
        

      

    


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

     

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

     

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

     


    
      
        
        

      

      
        B-4

        
          

        

      

      
        
        

      

    


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

     

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

     

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

     

    *           *          *

     


    
      
        
        

      

      
        B-5

        
          

        

      

      
        
        

      

    


    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

     


    
      
        
        

      

      
        C-1-2

        
          

        

      

      
        
        

      

    


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

     

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

     

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

     

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

     


    
      
        
        

      

      
        C-1-3

        
          

        

      

      
        
        

      

    


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

     

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

     

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

     

    *         *        *

     

     

     

    
      
        
        

      

      
        C-1-4

        
          

        

      

      
        
        

      

    

     

     

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

     

    Dated:  ____________,
      20__

     

    
       

      
         

        
          
            	 	
                    THE
                      BANK OF NEW YORK,

                    as
                      Trustee

                     

                     

                     

                    By
                      ______________________

                     

                  


          

        

         

        Countersigned:

         

        By                                                          

        Authorized
          Signatory of

        THE
          BANK
          OF NEW YORK,

        as
          Trustee



    


    
      
        
        

      

      
        C-1-5

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C-2

     

    [FORM
      OF
      CLASS P CERTIFICATE]

     

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

     

    THIS
      CLASS P CERTIFICATE IS SUBORDINATE TO THE OFFERED CERTIFICATES  TO THE
      EXTENT DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT REFERRED
      TO
      HEREIN.

     

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

     

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

     

    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 

     


    
      
        
        

      

      
        C-2-1

        
          

        

      

      
        
        

      

    


    OR
      ARRANGEMENT SUBJECT TO SECTION 4975 OF THE CODE WITHOUT THE OPINION OF COUNSEL
      SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO
      EFFECT.

     


    
      
        
        

      

      
        C-2-2

        
          

        

      

      
        
        

      

    

    
       

      
        
          	
                  Certificate
                    No.

                	
                  :

                	 
	 	 	 
	
                  Cut-off
                    Date

                	
                  :

                	 
	 	 	 
	
                  First
                    Distribution Date

                	
                  :

                	 
	 	 	 
	
                  Initial
                    Certificate Balance 

                  of
                    this Certificate 

                  (“Denomination”)

                	
                  :

                	
                  $

                
	 	 	 
	
                  Initial
                    Certificate Balance 

                  of
                    all Certificates of 

                  this
                    Class

                	
                  :

                	
                  $

                
	 	 	 
	
                  CUSIP

                	
                  :

                	 
	 	 	 
	ISIN	: 	 
	 	 	 
	
                  Interest
                    Rate

                	
                  :

                	 
	 	 	 
	
                  Maturity
                    Date

                	
                  :

                	 


        

         

      

    


     

    CWALT,
      INC.

    Alternative
      Loan Trust 200____-____

    Mortgage
      Pass-Through Certificates, Series 200____-____

     

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

     

    CWALT,
      Inc., as Depositor

     

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

     

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

     


    
      
        
        

      

      
        C-2-3

        
          

        

      

      
        
        

      

    


    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.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, the Business Day
      immediately following (the “Distribution Date”), commencing on the first
      Distribution Date specified above, to the Person in whose name this Certificate
      is registered at the close of business on the applicable Record Date in an
      amount equal to the product of the Percentage Interest evidenced by this
      Certificate and the amount required to be distributed to Holders of Class P
      Certificates on such Distribution Date pursuant to Section 4.02 of the
      Agreement.  The Record Date applicable to each Distribution Date is
      the last Business Day of the month immediately preceding such Distribution
      Date.

     

    Distributions
      on this Certificate shall be made by wire transfer of immediately available
      funds to the account of the Holder hereof at a bank or other entity having
      appropriate facilities therefor, if such Certificateholder shall have so
      notified the Trustee in writing at least five Business Days prior to the related
      Record Date and such Certificateholder shall hold 100% of a Class of Regular
      Certificates or of Certificates with an aggregate Initial Certificate Balance
      of
      $1,000,000 or more, or, if not, by check mailed by first class mail to the
      address of such Certificateholder appearing in the Certificate
      Register.  The final distribution on each Certificate will be made in
      like manner, but only upon presentment and surrender of such Certificate at
      the
      Corporate Trust Office or such other location specified in the notice to
      Certificateholders of such final distribution.

     

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

     


    
      
        
        

      

      
        C-2-4

        
          

        

      

      
        
        

      

    


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

     

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

     

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

     

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

     

    *            *           *


    
      
        
        

      

      
        C-2-5

        
          

        

      

      
        
        

      

    


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

     

    Dated:  ____________,
      20__

     

    
       

      
         

        
          
            	 	
                    THE
                      BANK OF NEW YORK,

                    as
                      Trustee

                     

                     

                     

                    By
                      ______________________

                     

                  


          

        

         

        Countersigned:

         

        By                                                          

        Authorized
          Signatory of

        THE
          BANK
          OF NEW YORK,

        as
          Trustee



    


    
      
        
        

      

      
        C-2-6

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C-3

     

    [FORM
      OF
      CLASS C CERTIFICATE]

     

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

     

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

     

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

     

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

     

    NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
      TRANSFEREE DELIVERS TO THE TRUSTEE EITHER (A) A REPRESENTATION LETTER TO THE
      EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
      EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR A PLAN
      SUBJECT TO SECTION 4975 OF THE CODE NOR A PERSON ACTING ON BEHALF OF ANY SUCH
      PLAN OR ARRANGEMENT OR USING THE ASSETS OF THAT PLAN OR ARRANGEMENT TO EFFECT
      THAT TRANSFER, OR (B) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS
      OF
      THE AGREEMENT REFERRED TO HEREIN.  NOTWITHSTANDING ANYTHING ELSE TO
      THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF
      OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR A PLAN SUBJECT TO SECTION 4975
      OF THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS
      DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.

     


    
      
        
        

      

      
        C-3-1

        
          

        

      

      
        
        

      

    


    
      
         

        
          
            	
                    Certificate
                      No.

                  	
                    :

                  	 
	 	 	 
	
                    Cut-off
                      Date

                  	
                    :

                  	 
	 	 	 
	
                    First
                      Distribution Date

                  	
                    :

                  	 
	 	 	 
	
                    Initial
                      Certificate Balance 

                    of
                      this Certificate 

                    (“Denomination”)

                  	
                    :

                  	
                    $

                  
	 	 	 
	
                    Initial
                      Certificate Balance 

                    of
                      all Certificates of 

                    this
                      Class

                  	
                    :

                  	
                    $

                  
	 	 	 
	
                    CUSIP

                  	
                    :

                  	 
	 	 	 
	ISIN	: 	 
	 	 	 
	
                    Interest
                      Rate

                  	
                    :

                  	 
	 	 	 
	
                    Maturity
                      Date

                  	
                    :

                  	 


          

           

        

      
CWALT, INC.

    Alternative
      Loan Trust 200____-____

    Mortgage
      Pass-Through Certificates, Series 200____-____

     

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

     

    CWALT,
      Inc., as Depositor

     

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

     

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

     


    
      
        
        

      

      
        C-3-2

        
          

        

      

      
        
        

      

    


    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.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, the Business Day
      immediately following (the “Distribution Date”), commencing on the first
      Distribution Date specified above, to the Person in whose name this Certificate
      is registered at the close of business on the applicable Record Date in an
      amount equal to the product of the Percentage Interest evidenced by this
      Certificate and the amount required to be distributed to Holders of Class C
      Certificates on such Distribution Date pursuant to Section 4.02 of the
      Agreement.  The Record Date applicable to each Distribution Date is
      the last Business Day of the month immediately preceding such Distribution
      Date.

     

    Distributions
      on this Certificate shall be made by wire transfer of immediately available
      funds to the account of the Holder hereof at a bank or other entity having
      appropriate facilities therefor, if such Certificateholder shall have so
      notified the Trustee in writing at least five Business Days prior to the related
      Record Date and such Certificateholder shall hold 100% of a Class of Regular
      Certificates or of Certificates with an aggregate Initial Certificate Balance
      of
      $1,000,000 or more, or, if not, by check mailed by first class mail to the
      address of such Certificateholder appearing in the Certificate
      Register.  The final distribution on each Certificate will be made in
      like manner, but only upon presentment and surrender of such Certificate at
      the
      Corporate Trust Office or such other location specified in the notice to
      Certificateholders of such final distribution.

     

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

     

    No
      transfer of a Class C Certificate shall be made unless the Trustee shall have
      received either (i) a representation from the transferee of such Certificate
      acceptable to and in form and substance satisfactory to the Trustee, to the
      effect that such transferee is not an employee benefit plan subject to section
      406 of ERISA or a plan subject to section 4975 of the Code, or a Person acting
      on behalf of any such plan or using the assets of any such plan, or (ii) in
      the
      case of any Class C Certificate presented for registration in the name of an
      employee benefit plan subject to ERISA, or a plan subject to section 4975 of
      the
      Code (or comparable provisions of any subsequent enactments), or a trustee
      of
      any such plan or any

     


    
      
        
        

      

      
        C-3-3

        
          

        

      

      
        
        

      

    


    other
      person acting on behalf of or investing plan assets of any such plan, an Opinion
      of Counsel satisfactory to the Trustee to the effect that the purchase or
      holding of such Class C Certificate will not result in a non-exempt prohibited
      transaction under ERISA or Section 4975 of the Code and will not subject the
      Trustee  to any obligation in addition to those expressly undertaken
      in the Agreement, which Opinion of Counsel shall not be an expense of the
      Trustee.  Notwithstanding anything else to the contrary herein, any
      purported transfer of a Class C Certificate to or on behalf of an employee
      benefit plan subject to section 406 of ERISA or a plan subject to section 4975
      of the Code without the delivery to the Trustee of an Opinion of Counsel
      satisfactory to the Trustee  as described above shall be void and of
      no effect.

     

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

     

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

     

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

     

    *            *           *


    
      
        
        

      

      
        C-3-4

        
          

        

      

      
        
        

      

    


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

     

    Dated:  ____________,
      20__

     

     

    
       

      
        
          	 	
                  THE
                    BANK OF NEW YORK,

                  as
                    Trustee

                   

                   

                   

                  By
                    ______________________

                   

                


        

      

       

      Countersigned:

       

      By                                                          

      Authorized
        Signatory of

      THE
        BANK
        OF NEW YORK,

      as
        Trustee



      
        
          
          

        

        
          C-3-5

          
            

          

        

        
          
          

        

      



    EXHIBIT
      C-4

     

     [RESERVED]

     


    
      
        
        

      

      
        C-3-6

        
          

        

      

      
        
        

      

    


    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
                      Certificate Balance 

                    of
                      all Certificates of 

                    this
                      Class

                  	
                    :

                  	
                    $

                  
	 	 	 
	
                    CUSIP

                  	
                    :

                  	 
	 	 	 
	
                    Interest
                      Rate

                  	
                    :

                  	Interest
                    Only
	 	 	 
	
                    Maturity
                      Date

                  	
                    :

                  	 


          

           

        

      

    

     

    CWALT,
      INC.

    Mortgage
      Pass-Through Certificates, Series 200____-____

    Class
      [  ]

     

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

     

    CWALT,
      Inc., as Depositor

     

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

     

    This
      certifies that
                                
      is the registered owner of the Percentage Interest evidenced by this Certificate
      (obtained by dividing the denomination of this Certificate by the aggregate
      Initial Notional Amount of all Certificates of the Class to which this
      Certificate belongs) in certain monthly distributions with respect to a Trust
      Fund consisting primarily of the Mortgage Loans deposited by CWALT, Inc. (the
      “Depositor”).  The Trust Fund was created

     


    
      
        
        

      

      
        D-2

        
          

        

      

      
        
        

      

    


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

     

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

     

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

     

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

     

    *       *       *

     


    
      
        
        

      

      
        D-3

        
          

        

      

      
        
        

      

    


    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

     


    
      
        
        

      

      
        F-1

        
          

        

      

      
        
        

      

    


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

     

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
        F-2

        
          

        

      

      
        
        

      

    


    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.

     


    
      
        
        

      

      
        F-3

        
          

        

      

      
        
        

      

    

    
      


      ASSIGNMENT

       

       

      
        	     FOR
                VALUE
                RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                unto
                ____________________________________________________________________
	 ____________________________________________________________________________________________________________________________________________
	 ____________________________________________________________________________________________________________________________________________
	
                (Please
                  print or typewrite name and address including postal zip code of
                  assignee)

              
	 
	
                the
                  Percentage Interest evidenced by the within Certificate and hereby
                  authorizes the transfer of registration of such Percentage Interest
                  to
                  assignee on the Certificate 

                Register
                  of the Trust Fund.

                 

              
	
                     I
                  (We)
                  further direct the Trustee to issue a new Certificate of a like
                  denomination and Class, to the above named assignee and deliver
                  such
                  Certificate to the 

                following
                  address:

              
	
                 

              


      

      
         

        
          
            	  
	 	 
	 Dated:	 


          

        

         

         

      

      
        
          	 	 
	 	 Signature
                  by or on behalf of assignor
	 	 


        

      

       

       

      DISTRIBUTION
        INSTRUCTIONS

       

       

      
        	     The
                assignee should include the following for purposes of
                distribution:
	 
	     Distributions
                shall be made, by wire transfer or otherwise, in immediately available
                funds to,
                _________________________________________________________________
	 ____________________________________________________________________________________________________________________________________________
	
                ____________________________________________________________________________________________________________________________________________,

              
	
                for
                  the account
                  of ______________________________________________________________________________________________________________________________,

              
	
                account
                  number                                                        
                  , or, if mailed by check,
                  to ___________________________________________________________________________________.

              
	Applicable
                statements should be mailed
                to ___________________________________________________________________________________________________________,
	 ____________________________________________________________________________________________________________________________________________
	 ____________________________________________________________________________________________________________________________________________.
	
                 

                    This
                  information is provided
                  by ______________________________________________________________________________________________________________,

              
	the
                assignee named above,
                or _____________________________________________________________________________________________________________________,
	 
	
                    as
                  its
                  agent.

              


      

       

    


    
      
        
        

      

      
        F-4

        
          

        

      

      
        
        

      

    

     

    
      
        	
                STATE
                  OF

              	
                )

              
	 	
                )  ss.:

              
	
                COUNTY
                  OF

              	
                )

              


      

    

    
 

    On
      the
      _____day of ___________________, 20__ before me, a notary public in and for
      said
      State, personally appeared _____________________________________, known
      to me who, being by me duly sworn, did depose and say that he executed the
      foregoing instrument.

     

                                                                                                              


                                          Notary
      Public

     

    [Notarial
      Seal]


    
      
        
        

      

      
        F-5

        
          

        

      

      
        
        

      

    


    EXHIBIT
      F

     

    [FORM
      OF]
      INITIAL CERTIFICATION OF TRUSTEE

    


     

    [date]

     

    [Depositor]

     

    [Master
      Servicer]

     

    [Countrywide]

     

    ________________________

    ________________________

    


    


     

    
      	
               

            	
              Re:

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

            


    

    Gentlemen:

     

    In
      accordance with Section 2.02 of the above-captioned Pooling and Servicing
      Agreement (the “Pooling and Servicing Agreement”), the undersigned, as Trustee,
      hereby certifies that, as to each 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.

     


    
      
        
        

      

      
        F-1-1

        
          

        

      

      
        
        

      

    


    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-1-2

        
          

        

      

      
        
        

      

    


    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-1-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      G

     

    [FORM
      OF]
      DELAY DELIVERY CERTIFICATION

     

    


     

    [date]

     

    [Depositor]

     

    [Master
      Servicer]

     

    [Countrywide]

     

    _____________________

     

    _____________________

     

    
      	
               

            	
              Re:

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

            


    

    


    Gentlemen:

     

    Reference
      is made to the Initial Certification of Trustee relating to the above-referenced
      series, with the schedule of exceptions attached thereto (the “Schedule A”),
      delivered by the undersigned, as Trustee, on the Closing Date in accordance
      with
      Section 2.02 of the above-captioned Pooling and Servicing Agreement (the
“Pooling and Servicing Agreement”).  The undersigned hereby certifies
      that, as to each Delay Delivery 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

            


    

     


    
      
        
        

      

      
        G-1-1

        
          

        

      

      
        
        

      

    


    
      	
                

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

            


    

     

    
      	
              (iii)  

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

            


    

     

    
      	
              (iv)  

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

            


    

     

    
      	
              (v)  

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

            


    

     

    
      	
              (vi)  

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

            


    

     

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

     

    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

     


    
      
        
        

      

      
        G-1-2

        
          

        

      

      
        
        

      

    


    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 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
      H

     

    [FORM
      OF]
      FINAL CERTIFICATION OF TRUSTEE

     

    


     

    [date]

     

    [Depositor]

     

    [Master
      Servicer]

     

    [Countrywide]

                                           


                                           


     

    
      	
               

            	
              Re:

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

            


    

     

    Gentlemen:

     

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

     

    
      	
              (i)  

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

            


    

     

    
      	
              (ii)  

            	
              in
                the case of each Initial Mortgage Loan that is not a MERS Mortgage
                Loan,
                the original recorded Mortgage, [and in the case of each Initial
                Mortgage
                Loan that is

            


    

     


    
      
        
        

      

      
        H-1-1

        
          

        

      

      
        
        

      

    


    
      	
                

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

            


    

     

    
      	
              (iii  

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

            


    

     

    
      	
              (iv)  

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

            


    

     

    
      	
              (v)  

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

            


    

     

    
      	
              (vi)  

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

            


    

     

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

     

    Based
      on
      its review and examination and only as to the foregoing documents, (i) such
      documents appear regular on their face and related to such Initial Mortgage
      Loan, and (ii) the information set forth in items (i), (iv), (v), (vi),
      (viii), (xi) and (xiv) of the definition of the

     


    
      
        
        

      

      
        H-1-2

        
          

        

      

      
        
        

      

    


    “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-1-3

        
          

        

      

      
        
        

      

    


    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-1-4

        
          

        

      

      
        
        

      

    


    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

     


    
      
        
        

      

      
        I-1

        
          

        

      

      
        
        

      

    


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

     

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

     

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

     

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

     

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

     

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

    


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

     


    
      
        
        

      

      
        I-2

        
          

        

      

      
        
        

      

    


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

     

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

    


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

     


    
      
        
        

      

      
        I-6

        
          

        

      

      
        
        

      

    


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

     

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
        I-7

        
          

        

      

      
        
        

      

    


    EXHIBIT
      2
      to

    EXHIBIT
      I

     

    Section
      5.02(c) of the Agreement

     

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
        I-8

        
          

        

      

      
        
        

      

    


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

     

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

     

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

     


    
      
        
        

      

      
        I-9

        
          

        

      

      
        
        

      

    


    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 – 4W

    New
      York,
      New York 10286

    


    Attention:          Mortgage-Backed
      Securities Group

    Series
      200_-_

    Re:      CWALT,
      Inc. Mortgage Pass-Through Certificates,

    Series
      200_-_,
      Class                                          

     

    Ladies
      and Gentlemen:

     

    In
      connection with our disposition of the above Certificates we certify that to
      the
      extent we are disposing of a Class A-R Certificate, we have no knowledge the
      Transferee is not a Permitted Transferee.

     

    
      
        	 	
                Very
                  truly yours,

                 

                _____________________                                                 

                Print
                  Name of Transferor

                 

                 

                By:________________________                                                

                Authorized
                  Officer

                 

              


      

    


    
      
        
        

      

      
        J-1-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      J-2

     

    [FORM
      OF]
      TRANSFEROR CERTIFICATE

     

    (PRIVATE)

     

    _____________________

    Date

     

    CWALT,
      Inc.

    4500
      Park
      Granada

    Calabasas,
      California 91302

    Attention:                                Josh
      Adler

     

    The
      Bank
      of New York

    101
      Barclay Street – 4W

    New
      York,
      New York 10286

    


    Attention:                                Mortgage-Backed
      Securities Group

    Series
      200_-_

     

    Re:               CWALT,
      Inc. Mortgage Pass-Through Certificates,

     

    Series
      200_-_,
      Class                                          

     

    Ladies
      and Gentlemen:

     

    In
      connection with our disposition of the above Certificates we certify that (a)
      we
      understand that the Certificates have not been registered under the Securities
      Act of 1933, as amended (the “Act”), and are being disposed by us in a
      transaction that is exempt from the registration requirements of the Act, (b)
      we
      have not offered or sold any Certificates to, or solicited offers to buy any
      Certificates from, any person, or otherwise approached or negotiated with any
      person with respect thereto, in a manner that would be deemed, or taken any
      other action which would result in, a violation of Section 5 of the
      Act.

     

    
       

      
        
          	 	
                  Very
                    truly yours,

                   

                  _____________________                                                 

                  Print
                    Name of Transferor

                   

                   

                  By:________________________                                                

                  Authorized
                    Officer

                   

                


        

      



      
        
          
          

        

        
          J-2-1

          
            

          

        

        
          
          

        

      



    EXHIBIT
      K

     

    [FORM
      OF]
      INVESTMENT LETTER (NON-RULE 144A)

     

                                                                        
      _________________________


                                                Date

     

    CWALT,
      Inc.

    4500
      Park
      Granada

    Calabasas,
      California 91302

    Attention:     Josh
      Adler

     

    The
      Bank
      of New York

    101
      Barclay Street – 4W

    New
      York,
      New York 10286

    


    Attention:         
      Mortgage-Backed Securities Group

    Series
      200_-_

     

    
      	
               

            	
              Re:

            	
              CWALT,
                Inc. Mortgage Pass-Through Certificates,

              
                Series
                  200_-_,
                  Class                                          

              

            


    

     

    Ladies
      and Gentlemen:

     

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

     


    
      
        
        

      

      
        K-1

        
          

        

      

      
        
        

      

    


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

     

    
       

      
        
          	 	
                  Very
                    truly yours,

                   

                  _____________________                                                 

                  Print
                    Name of Transferee

                   

                   

                  By:________________________                                                

                  Authorized
                    Officer

                   

                


        

      




    
      
        
        

      

      
        K-2

        
          

        

      

      
        
        

      

    


    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 – 4W

    New
      York,
      New York 10286

    


    Attention:         
      Mortgage-Backed Securities Group

    Series
      200_-_

     

    Re:           CWALT,
      Inc. Mortgage Pass-Through Certificates,

    Series
      200_-_,
      Class                                          

     

    Ladies
      and Gentlemen:

     

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


     


    
      
        
        

      

      
        L-1-1

        
          

        

      

      
        
        

      

    


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

     

    
       

      
        
          	 	
                  Very
                    truly yours,

                   

                  _____________________                                                 

                  Print
                    Name of Transferee

                   

                   

                  By:________________________                                                

                  Authorized
                    Officer

                   

                


        

      




    
      
        
        

      

      
        L-1-2

        
          

        

      

      
        
        

      

    


    ANNEX
      1 TO EXHIBIT L-1

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Transferees Other Than Registered Investment Companies]

     

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

     

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

     

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

     

    
      	
               

            	
              ___

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

            


    

     

    
      	
               

            	
              ___

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

            


    

     

    
      	
               

            	
              ___

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

            


    

     


    
      
        
        

      

      
        L-1-3

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              ___

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

            


    

     

    
      	
               

            	
              ___

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

            


    

     

    
      	
               

            	
              ___

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

            


    

     

    
      	
               

            	
              ___

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

            


    

     

    
      	
               

            	
              ___

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

            


    

     

    
      	
               

            	
              ___

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

            


    

     

    
      	
               

            	
              ___

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

            


    

     

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

     

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

     


    
      
        
        

      

      
        L-1-4

        
          

        

      

      
        
        

      

    


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

     

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

     

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

     

    
      
        	 	
                ________________________________

                    Print
                  Name of Buyer

                 

                 

                By:__________________________________

                Name:

                Title:

                 

                Date:_________________________________

                 

              


      

    

                                                                          


                                                     


    
      
        
        

      

      
        L-1-5

        
          

        

      

      
        
        

      

    


    ANNEX
      2 TO EXHIBIT L-1

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Transferees That are Registered Investment Companies]

     

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

     

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

     

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

     

    
      	
               

            	
              ___

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

            


    

     

    
      	
               

            	
              ___

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

            


    

     

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

     


    
      
        
        

      

      
        L-1-6

        
          

        

      

      
        
        

      

    


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

     

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

     

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

     

    
      
        	 	
                __________________________________

                Print
                  Name of Buyer or Adviser

                 

                By:_____________________________________

                Name:

                Title:

                 

                 

                IF
                  AN ADVISER:

                 

                 

                ___________________________________

                Print
                  Name of Buyer

                 

                Date:____________________________________

                 

              


      

    

     

                                                                    
                    


    
      
        
        

      

      
        L-1-7

        
          

        

      

      
        
        

      

    


    EXHIBIT
      L-2

     

    [FORM
      OF]
      ERISA LETTER (COVERED CERTIFICATES)

     

    


    
      
                                                                            
          _________________________


                                                    Date

      

    

    CWALT,
      Inc.

    4500
      Park
      Granada

    Calabasas,
      California 91302

    Attention:         Josh
      Adler

     

    The
      Bank
      of New York

    101
      Barclay Street – 4W

    New
      York,
      New York 10286

    


    Attention:         Mortgage-Backed
      Securities Group

    Series
      200_-_

     

    
      	
               

            	
              Re:

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

            


    

     

     

    Ladies
      and Gentlemen:

     

    In
      connection with our acquisition of
      the above Certificates, we certify that we are not, and are not acquiring the
      Certificates on behalf of or with plan assets of an “employee benefit plan” as
      defined in section 3(3) of ERISA that is subject to Title I of ERISA, a “plan”
as defined in section 4975 of the Code that is subject to section 4975 of the
      Code, or any person investing on behalf of or with plan assets (as defined
      in 29
      CFR §2510.3-101 or otherwise under ERISA) of such an employee benefit plan or
      plan, or (ii) the purchase and holding of the Certificates satisfy the
      requirements for exemptive relief under PTCE 84-14, PTCE 90-1, PTCE 91-38,
      PTCE
      95-60, PTCE 96-233, the service provider exemption provided under Section
      408(b)(17) of ERISA and Section 4975(d)(20) of the Code or a similar
      exemption.  We understand that, in the event that such representation
      is violated, such transfer or acquisition shall be void and of no
      effect.

     

    
       

      
         

        
          
            	 	
                    Very
                      truly yours,

                     

                    _____________________                                                 

                    Print
                      Name of Transferee

                     

                     

                    By:________________________                                                

                    Authorized
                      Officer

                     

                  


          

        

                                                    

        
          
            
            

          

          
            L-2-1

            
              

            

          

          
            
            

          

        



    

    EXHIBIT
      M

     

    [FORM
      OF]
      REQUEST FOR RELEASE

    (for
      Trustee)

     

    CWALT,
      Inc.

    Mortgage
      Pass-Through Certificates

    Series
      200_-_

     

    Loan
      Information

     

    Name
      of
      Mortgagor:                                                      _________________________________________________________________

     

    Servicer
      Loan
      No.:                                                        
_________________________________________________________________

     

    Trustee

     

    Name:                                                                              
      _________________________________________________________________

     

    Address:                                                                         
      _________________________________________________________________

     

                                                                       
      _________________________________________________________________


     

                                                                       
      _________________________________________________________________


     

    Trustee

    Mortgage
      File
      No.:                                                        
_________________________________________________________________

     

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

     

    
      	
              ( )

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

            


    

     

    
      	
              ( )

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

              

            


    

     


    
      
        
        

      

      
        M-1

        
          

        

      

      
        
        

      

    

     

    
      	
              ( )

            	
              Deed
                of Trust recorded on ______________________ as instrument no. ___________
                in the County Recorder’s Office of the County of
                __________________________, State of _____________________
                in book/reel/docket _________________________ of official records
                at page/image
                ____________________________.

            


    

     

    
      	
              ( )

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

            


    

     

    
      	
              ( )

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

            


    

                                                                                                                                    

    
      (   )_____________________________________________________________________________________________________________________

       

    

    (   )_____________________________________________________________________________________________________________________ 

     

    (   )_____________________________________________________________________________________________________________________

     

    (   )_____________________________________________________________________________________________________________________

     

    The
      undersigned Master Servicer hereby acknowledges and agrees as
      follows:

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
        M-2

        
          

        

      

      
        
        

      

    

     

    
      
        	 	
                COUNTRYWIDE
                  HOME LOANS

                SERVICING
                  LP

                 

                 

                By                                                       

                Its                                                       

                 

              


      

    

     

     

    Date:_________________,
      20__


    
      
        
        

      

      
        M-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      N

     

    [FORM
      OF]
      REQUEST FOR RELEASE OF DOCUMENTS

     

    To:          The
      Bank of New
      York                                                                                                                               Attn:  Mortgage
      Custody

                                           Services

     

    
      	
               

            	
              Re:

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

            	 


    

     

    Ladies
      and Gentlemen:

     

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

     

    FT
      Account
      #:                                                                                   Pool
      #:

     

    Mortgagor’s
      Name, Address and Zip Code:

     

    Mortgage
      Loan Number:

     

    Reason
      for Requesting Documents (check one)

     

    
      	
               

            	
              1.

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

            


    

     

    
      	
               

            	
              2.

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

            


    

     

    
      	
               

            	
              3.

            	
              Mortgage
                Loan in Foreclosure.

            


    

     

    
      	
               

            	
              4.

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

            


    

     

    
      	
               

            	
              5.

            	
              Other
                (explain):

            


    

     

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

     


    
      
        
        

      

      
        N-1

        
          

        

      

      
        
        

      

    


    COUNTRYWIDE
      HOME LOANS, INC.

    4500
      Park
      Granada

    Calabasas,
      California 91302

     

    By:                                                              

    Name:                                                         

    Title:                                                              

    Date:                                                              

     

    [COUNTRYWIDE
      HOME LOANS SERVICING LP]

    
       

      By:                                                              

      Name:                                                         

      Title:                                                              

      Date:                                                              

       
TRUSTEE
      CONSENT TO RELEASE AND

    ACKNOWLEDGEMENT
      OF RECEIPT

    
       

      By:                                                              

      Name:                                                         

      Title:                                                              

      Date:                                                              

       

       

    

    
      
        
        

      

      
        N-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      O

    


    [RESERVED]

    



    
      
        
        

      

      
        O-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      P

    


    [RESERVED]


    
      
        
        

      

      
        P-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      Q

    


    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

            


    

     

    
 

    
      
        
        

      

      
        Q-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

              


      

    

    
      	
              Florida

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

              Effective
                October 2, 2002

            	
              High
                Cost Home Loan

            
	
              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

            


    

     

     

    
      
        
        

      

      
        Q-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

              


      

    

    
      	
              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

            
	
              Massachusetts

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

            


    

     

    
      
        
        

      

      
        Q-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

              


      

    

    
      	
              Oklahoma

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

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

            	
              Subsection
                10 Mortgage

            
	
              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

            


    

     

    
      
        
        

      

      
        Q-4

        
          

        

      

      
        
        

      

    

    


    
      	
              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

            
	
              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

            


    

    



    
      
        
        

      

      
        Q-5

        
          

        

      

      
        
        

      

    


    EXHIBIT
      R-1

    


    [FORM
      OF]
      CERTIFICATE SWAP CONTRACT

    


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

    



    
      
        
        

      

      
        R-1-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      R-2

    


    [FORM
      OF]
      SUBORDINATED CERTIFICATE SWAP CONTRACT

    


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

    



    
      
        
        

      

      
        R-2-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      R-3

    


    [FORM
      OF]
      SUBORDINATED CERTIFICATE CORRIDOR CONTRACT

    


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

    



    
      
        
        

      

      
        R-3-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      R-4

    


    [RESERVED]

    



    
      
        
        

      

      
        R-4-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      S-1

    


    [RESERVED]

    



    
      
        
        

      

      
        S-1-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      S-2

    


    [RESERVED]


    
      
        
        

      

      
        S-2-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      T

     

    [FORM
      OF]
      OFFICER’S CERTIFICATE WITH RESPECT TO PREPAYMENTS

     

    MORTGAGE
      BACKED CERTIFICATES,

    Series
      200_-__

     

    [Date]

    


    Via
      Facsimile

    


    __________________,

    as
      Trustee

    _______________

    _______________________

     

    


    Dear
      Sir
      or Madam:

    


    Reference
      is made to the Pooling and Servicing Agreement, dated as of _________, 200_,
      (the “Pooling and Servicing Agreement”) among [CWALT, Inc.], as Depositor,
      [Countrywide Home Loans, Inc.], as a Seller, [Park Granada LLC], as a Seller,
      [Park Monaco Inc.], as a Seller, [Park Sienna LLC], as a Seller, [Countrywide
      Home Loans Servicing LP], as Master Servicer and __________________, as
      Trustee.  Capitalized terms used herein shall have the meanings
      ascribed to such terms in the Pooling and Servicing Agreement.

     

    __________________
      hereby certifies that he/she is a Servicing Officer, holding the office set
      forth beneath his/her name and hereby further certifies as follows:

     

    With
      respect to the Distribution Date in _________ 200_ and each Mortgage Loan set
      forth in the attached schedule:

     

    1.
      A
      Principal Prepayment in full or in part was received during the related
      Prepayment Period;

     

    2.
      Any
      Prepayment Charge due under the terms of the Mortgage Note with respect to
      such
      Principal Prepayment was or was not, as indicated on the attached schedule
      using
“Yes” or “No”, received from the Mortgagor and deposited in the Certificate
      Account;

     

    3.
      As to
      each Mortgage Loan set forth on the attached schedule for which all or part
      of
      the Prepayment Charge required in connection with the Principal Prepayment
      was
      waived by the Master Servicer, such waiver was, as indicated on the attached
      schedule, based upon:

     

    (i)
      the
      Master Servicer’s determination that such waiver would maximize recovery of
      Liquidation Proceeds for such Mortgage Loan, taking into account the value
      of
      such Prepayment Charge, or

     

    (ii)(A)
      the enforceability thereof is limited (1) by bankruptcy, insolvency, moratorium,
      receivership, or other similar law relating to creditors’ rights generally or
      (2) due to

     


    
      
        
        

      

      
        T-1

        
          

        

      

      
        
        

      

    


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

     

    4.
      We
      certify that all amounts due in connection with the waiver of a Prepayment
      Charge inconsistent with clause 3 above which are required to be deposited
      by
      the Master Servicer pursuant to Section 3.19 of the Pooling and Servicing
      Agreement, have been or will be so deposited.

     

    
      	
               

            	
              [COUNTRYWIDE
                HOME LOANS, INC.],

              
                as
                  Master Servicer

              

            


    


    
      
        
        

      

      
        T-2

        
          

        

      

      
        
        

      

    


    SCHEDULE
      OF MORTGAGE LOANS FOR WHICH A PREPAYMENT WAS RECEIVED DURING 

    THE
      RELATED PREPAYMENT PERIOD

     

    
      	
              Loan
                Number

            	
              Clause
                2:  Yes/No

            	
              Clause
                3:  (i) or (ii)

            
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


    

    



    
      
        
        

      

      
        T-3

        
          

        

      

      
        
        

      

    


    


     

    EXHIBIT
      U

     

    [FORM
      OF]
      MONTHLY STATEMENT

     

    [On
      file
      with Trustee]


    
      
        
        

      

      
        U-1

        
          

        

      

      
        
        

      

    


    


     

    EXHIBIT
      V-1

     

    [FORM
      OF]
      PERFORMANCE CERTIFICATION

    (Servicer)

     

    [On
      file
      with Trustee]

     

    



    
      
        
        

      

      
        V-1-1

        
          

        

      

      
        
        

      

    


    


     

    EXHIBIT
      V-2

     

    [FORM
      OF]
      PERFORMANCE CERTIFICATION

    (Trustee)

     

    [On
      file
      with Trustee]

     

    



    
      
        
        

      

      
        V-2-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      W

    


    [FORM
      OF]

    SERVICING
      CRITERIA TO BE ADDRESSED IN

    ASSESSMENT
      OF COMPLIANCE STATEMENT

    


    The
      assessment of compliance to be delivered by [the Master Servicer] [Trustee]
      [Name of Subservicer] shall address, at a minimum, the criteria identified
      as
      below as “Applicable Servicing Criteria”:

     

    


    
      	
              Servicing
                Criteria

            	
              Applicable
                Servicing Criteria

            
	
              Reference

            	
              Criteria

            	 
	 	
              General
                Servicing Considerations

            	 
	
              1122(d)(1)(i)

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

            	 
	
              1122(d)(1)(ii)

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

            	 
	
              1122(d)(1)(iii)

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

            	 
	
              1122(d)(1)(iv)

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

            	 
	 	
              Cash
                Collection and Administration

            	 
	
              1122(d)(2)(i)

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

            	 
	
              1122(d)(2)(ii)

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

            	 


    

     

     

    
      
        
        

      

      
        W-1

        
          

        

      

      
        
        

      

    

     

    
      	
              Servicing
                Criteria

            	
              Applicable
                Servicing Criteria

            
	
              Reference

            	
              Criteria

            	 


    

    
      	
               

            	
              authorized
                personnel.

            	 


      	
              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.

            	 
	 	
              Investor
                Remittances and Reporting

            	 
	
              1122(d)(3)(i)

            	
              Reports
                to investors, including those to be filed 

            	 


    

     

     

    
      
        
        

      

      
        W-2

        
          

        

      

      
        
        

      

    

    
       

      
        	
                Servicing
                  Criteria

              	
                Applicable
                  Servicing Criteria

              
	
                Reference

              	
                Criteria

              	 


        	
              	
                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.

            	 
	
              1122(d)(4)(iv)

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

            	 


    

     

    
      
        
        

      

      
        W-3

        
          

        

      

      
        
        

      

    

     

    
      	
              Servicing
                Criteria

            	
              Applicable
                Servicing Criteria

            
	
              Reference

            	
              Criteria

            	 


      	
            	
              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.

            	 
	
              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 

            	 


    

     

    
      
        
        

      

      
        W-4

        
          

        

      

      
        
        

      

    

     

    
      	
              Servicing
                Criteria

            	
              Applicable
                Servicing Criteria

            
	
              Reference

            	
              Criteria

            	 


      	
            	
              mortgage
                loan documents, on at least an annual basis, or such other period
                specified in the transaction agreements; (B) interest on such funds
                is
                paid, or credited, to obligors in accordance with applicable mortgage
                loan
                documents and state laws; and (C) such funds are returned to the
                obligor
                within 30 calendar days of full repayment of the related mortgage
                loans,
                or such other number of days specified in the transaction
                agreements.

            	 


    

    
      	
              1122(d)(4)(xi)

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

            	 
	
              1122(d)(4)(xii)

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

            	 
	
              1122(d)(4)(xiii)

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

            	 
	
              1122(d)(4)(xiv)

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

            	 
	
              1122(d)(4)(xv)

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

            	 
	 	 	 


    

    



    
      
        
        

      

      
        W-5

        
          

        

      

      
        
        

      

    

     

    
      
        	 	
                [NAME
                  OF MASTER SERVICER] [NAME OF 

                TRUSTEE]
                  [NAME OF CO-TRUSTEE] [NAME 

                OF
                  SUBSERVICER]

                 

                 

                Date:                      _________________________

                 

                By:           
                  ________________________________

                Name:

                Title:

                 

              


      

    

    
 

    


    


     


    
      
        
        

      

      
        W-6

        
          

        

      

      
        
        

      

    


    EXHIBIT
      X

     

    [FORM
      OF]
      LIST OF ITEM 1119 PARTIES

     

    ALTERNATIVE
      LOAN TRUST 200_-__

     

    MORTGAGE
      PASS-THROUGH CERTIFICATES,

    Series
      200_-__

     

    [Date]

    


    
      	
              Party

            	
              Contact
                Information

            
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


    

    



    
      
        
        

      

      
        X-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      Y

    


    FORM
      OF
      SARBANES-OXLEY CERTIFICATION

    (REPLACEMENT
      OF MASTER SERVICER)


    
      
        
        

      

      
        Y-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      Z-1

    


    WRITTEN
      CONSENT OF DEPOSITORY PARTICIPANT TO THE AMENDED AND 

    RESTATED
      POOLING AND SERVICING AGREEMENT

    


    On
      file
      with the Trustee.


    
      
        
        

      

      
        Z-1-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      Z-2

    


    RATING
      AGENCIES NO DOWNGRADE WITHDRAWAL LETTERS

    


    On
      file
      with the Trustee.

    


    



    
      
        
        

      

      
        Z-2-1