efc7-2453_ex41.htm


    Exhibit
      4.1

     

     

    EXECUTION
      COPY

     

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

     

    CWALT,
      INC.,

    Depositor

    COUNTRYWIDE
      HOME LOANS, INC.,

    Seller

    PARK
      GRANADA LLC,

    Seller

    PARK
      MONACO INC.,

    Seller

    PARK
      SIENNA LLC,

    Seller

    COUNTRYWIDE
      HOME LOANS SERVICING LP,

    Master
      Servicer

    and

    THE
      BANK
      OF NEW YORK,

    Trustee

    ___________________________________

     

    POOLING
      AND SERVICING AGREEMENT

    Dated
      as
      of July 1, 2007

    ___________________________________

     

    ALTERNATIVE
      LOAN TRUST 2007-OA10

     

    MORTGAGE
      PASS-THROUGH CERTIFICATES, SERIES 2007-OA10

     

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

       
                                              

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    TABLE
      OF
      CONTENTS

     Page

    


    
      	
              ARTICLE
                I DEFINITIONS

            	
              1

            
	 	 	
               

            
	
              SECTION
                1.01.

            	
              Defined
                Terms.

            	
              1

            
	
              SECTION
                1.02.

            	
              Certain
                Interpretive Provisions.

            	
              39

            
	 	 	 
	
              ARTICLE
                II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
                WARRANTIES

            	
              41

            
	 	 	 
	
              SECTION
                2.01.

            	
              Conveyance
                of Mortgage Loans

            	
              41

            
	
              SECTION
                2.02.

            	
              Acceptance
                by Trustee of the Mortgage Loans.

            	
              45

            
	
              SECTION
                2.03.

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

            	
              47

            
	
              SECTION
                2.04.

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

            	
              49

            
	
              SECTION
                2.05.

            	
              Delivery
                of Opinion of Counsel in Connection with Substitutions.

            	
              50

            
	
              SECTION
                2.06.

            	
              Execution
                and Delivery of Certificates.

            	
              50

            
	
              SECTION
                2.07.

            	
              REMIC
                Matters.

            	
              51

            
	
              SECTION
                2.08.

            	
              Covenants
                of the Master Servicer.

            	
              51

            
	 	 	 
	
              ARTICLE
                III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

            	
              52

            
	 	 	 
	
              SECTION
                3.01.

            	
              Master
                Servicer to Service Mortgage Loans.

            	
              52

            
	
              SECTION
                3.02.

            	
              Subservicing;
                Enforcement of the Obligations of Servicers.

            	
              53

            
	
              SECTION
                3.03.

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

            	
              53

            
	
              SECTION
                3.04.

            	
              Trustee
                to Act as Master Servicer.

            	
              54

            
	
              SECTION
                3.05.

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

            	
              54

            
	
              SECTION
                3.06.

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

            	
              59

            
	
              SECTION
                3.07.

            	
              Access
                to Certain Documentation and Information Regarding the Mortgage
                Loans.

            	
              59

            
	
              SECTION
                3.08.

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

            	
              60

            
	
              SECTION
                3.09.

            	
              Maintenance
                of Hazard Insurance; Maintenance of Primary Insurance
                Policies.

            	
              62

            
	
              SECTION
                3.10.

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

            	
              63

            
	
              SECTION
                3.11.

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

            	
              64

            
	
              SECTION
                3.12.

            	
              Trustee
                to Cooperate; Release of Mortgage Files.

            	
              68

            


    

     

     

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

    
 

    
      	
              SECTION
                3.13.

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

            	
              69

            
	
              SECTION
                3.14.

            	
              Servicing
                Compensation.

            	
              69

            
	
              SECTION
                3.15.

            	
              Access
                to Certain Documentation.

            	
              70

            
	
              SECTION
                3.16.

            	
              Annual
                Statement as to Compliance.

            	
              70

            
	
              SECTION
                3.17.

            	
              Errors
                and Omissions Insurance; Fidelity Bonds.

            	
              71

            
	
              SECTION
                3.18.

            	
              Notification
                of Adjustments.

            	
              71

            
	
              SECTION
                3.19.

            	
              Corridor
                Contracts.

            	
              71

            
	
              SECTION
                3.20.

            	
              Prepayment
                Charges.

            	
              72

            
	 	 	 
	
              ARTICLE
                IV DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER

            	
              74

            
	 	 	 
	
              SECTION
                4.01.

            	
              Advances.

            	
              74

            
	
              SECTION
                4.02.

            	
              Priorities
                of Distribution.

            	
              75

            
	
              SECTION
                4.03.

            	
              [Reserved].

            	
              79

            
	
              SECTION
                4.04.

            	
              [Reserved].

            	
              80

            
	
              SECTION
                4.05.

            	
              [Reserved].

            	
              80

            
	
              SECTION
                4.06.

            	
              Monthly
                Statements to Certificateholders.

            	
              80

            
	
              SECTION
                4.07.

            	
              Determination
                of Pass-Through Rates for COFI Certificates.

            	
              80

            
	
              SECTION
                4.08.

            	
              Determination
                of Pass-Through Rates for LIBOR Certificates.

            	
              81

            
	
              SECTION
                4.09.

            	
              Determination
                of MTA.

            	
              83

            
	
              SECTION
                4.10.

            	
              Policy
                Matters.

            	
              83

            
	 	 	
               

            
	
              ARTICLE
                V THE CERTIFICATES

            	
              88

            
	 	 	 
	
              SECTION
                5.01.

            	
              The
                Certificates.

            	
              88

            
	
              SECTION
                5.02.

            	
              Certificate
                Register; Registration of Transfer and Exchange of
                Certificates.

            	
              89

            
	
              SECTION
                5.03.

            	
              Mutilated,
                Destroyed, Lost or Stolen Certificates.

            	
              94

            
	
              SECTION
                5.04.

            	
              Persons
                Deemed Owners.

            	
              94

            
	
              SECTION
                5.05.

            	
              Access
                to List of Certificateholders’ Names and Addresses.

            	
              94

            
	
              SECTION
                5.06.

            	
              Maintenance
                of Office or Agency.

            	
              95

            
	 	 	
               

            
	
              ARTICLE
                VI THE DEPOSITOR AND THE MASTER SERVICER

            	
              96

            
	 	 	 
	
              SECTION
                6.01.

            	
              Respective
                Liabilities of the Depositor and the Master Servicer.

            	
              96

            
	
              SECTION
                6.02.

            	
              Merger
                or Consolidation of the Depositor or the Master Servicer.

            	
              96

            
	
              SECTION
                6.03.

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

            	
              96

            
	
              SECTION
                6.04.

            	
              Limitation
                on Resignation of Master Servicer.

            	
              97

            
	
               

            	 	 
	
              ARTICLE
                VII DEFAULT

            	
              98

            
	 	 	
               

            
	
              SECTION
                7.01.

            	
              Events
                of Default.

            	
              98

            
	
              SECTION
                7.02.

            	
              Trustee
                to Act; Appointment of Successor.

            	
              100

            
	
              SECTION
                7.03.

            	
              Notification
                to Certificateholders.

            	
              101

            


    

     

     

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

    
 

    
      	
              ARTICLE
                VIII CONCERNING THE TRUSTEE

            	
              102

            
	 	 	 
	
              SECTION
                8.01.

            	
              Duties
                of Trustee.

            	
              102

            
	
              SECTION
                8.02.

            	
              Certain
                Matters Affecting the Trustee.

            	
              103

            
	
              SECTION
                8.03.

            	
              Trustee
                Not Liable for Certificates or Mortgage Loans.

            	
              104

            
	
              SECTION
                8.04.

            	
              Trustee
                May Own Certificates.

            	
              104

            
	
              SECTION
                8.05.

            	
              Trustee’s
                Fees and Expenses.

            	
              104

            
	
              SECTION
                8.06.

            	
              Eligibility
                Requirements for Trustee.

            	
              105

            
	
              SECTION
                8.07.

            	
              Resignation
                and Removal of Trustee.

            	
              105

            
	
              SECTION
                8.08.

            	
              Successor
                Trustee.

            	
              106

            
	
              SECTION
                8.09.

            	
              Merger
                or Consolidation of Trustee.

            	
              107

            
	
              SECTION
                8.10.

            	
              Appointment
                of Co-Trustee or Separate Trustee.

            	
              107

            
	
              SECTION
                8.11.

            	
              Tax
                Matters.

            	
              109

            
	
              SECTION
                8.12.

            	
              Monitoring
                of Significance Percentage.

            	
              111

            
	
               

            	 	
               

            
	
              ARTICLE
                IX TERMINATION

            	
              112

            
	 	 	 
	
              SECTION
                9.01.

            	
              Termination
                upon Liquidation or Purchase of all Mortgage Loans.

            	
              112

            
	
              SECTION
                9.02.

            	
              Final
                Distribution on the Certificates.

            	
              113

            
	
              SECTION
                9.03.

            	
              Additional
                Termination Requirements.

            	
              114

            
	 	 	
               

            
	
              ARTICLE
                X MISCELLANEOUS PROVISIONS

            	
              115

            
	 	 	 
	
              SECTION
                10.01.

            	
              Amendment.

            	
              115

            
	
              SECTION
                10.02.

            	
              Recordation
                of Agreement; Counterparts.

            	
              116

            
	
              SECTION
                10.03.

            	
              Governing
                Law.

            	
              117

            
	
              SECTION
                10.04.

            	
              Intention
                of Parties.

            	
              117

            
	
              SECTION
                10.05.

            	
              Notices.

            	
              118

            
	
              SECTION
                10.06.

            	
              Severability
                of Provisions.

            	
              120

            
	
              SECTION
                10.07.

            	
              Assignment.

            	
              120

            
	
              SECTION
                10.08.

            	
              Limitation
                on Rights of Certificateholders.

            	
              120

            
	
              SECTION
                10.09.

            	
              Inspection
                and Audit Rights.

            	
              121

            
	
              SECTION
                10.10.

            	
              Certificates
                Nonassessable and Fully Paid.

            	
              121

            
	
              SECTION
                10.11.

            	
              [Reserved].

            	
              121

            
	
              SECTION
                10.12.

            	
              Protection
                of Assets.

            	
              121

            
	
              SECTION
                10.13.

            	
              Rights
                of the NIM Insurer.

            	
              122

            
	 	 	
               

            
	
              ARTICLE
                XI EXCHANGE ACT REPORTING

            	
              124

            
	 	 	
               

            
	
              SECTION
                11.01.

            	
              Filing
                Obligations.

            	
              124

            
	
              SECTION
                11.02.

            	
              Form
                10-D Filings.

            	
              124

            
	
              SECTION
                11.03.

            	
              Form
                8-K Filings.

            	
              125

            
	
              SECTION
                11.04.

            	
              Form
                10-K Filings.

            	
              125

            
	
              SECTION
                11.05.

            	
              Sarbanes-Oxley
                Certification.

            	
              126

            
	
              SECTION
                11.06.

            	
              Form
                15 Filing.

            	
              126

            
	
              SECTION
                11.07.

            	
              Report
                on Assessment of Compliance and Attestation.

            	
              127

            
	
              SECTION
                11.08.

            	
              Use
                of Subservicers and Subcontractors.

            	
              128

            


    

     

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

    
 

    
      	
              SECTION
                11.09.

            	
              Amendments.

            	
              129

            
	
              SECTION
                11.10.

            	
              Reconciliation
                of Accounts.

            	
              129

            


    

    


    SCHEDULES

    


    
      	
              Schedule
                I:

            	
              Mortgage
                Loan Schedule

            	
              S-I-1

            
	
              Schedule
                II-A:

            	
              Representations
                and Warranties of Countrywide

            	
              S-II-A-1

            
	
              Schedule
                II-B:

            	
              Representations
                and Warranties of Park Granada

            	
              S-II-B-1

            
	
              Schedule
                II-C:

            	
              Representations
                and Warranties of Park Monaco

            	
              S-II-C-1

            
	
              Schedule
                II-D:

            	
              Representations
                and Warranties of Park Sienna

            	
              S-II-D-1

            
	
              Schedule
                III-A:

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

            	
              S-III-A-1

            
	
              Schedule
                III-B:

            	
              Representations
                and Warranties of Countrywide as to the Countrywide Mortgage
                Loans

            	
              S-III-B-1

            
	
              Schedule
                III-C:

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

            	
              S-III-C-1

            
	
              Schedule
                III-D:

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

            	
              S-III-D-1

            
	
              Schedule
                III-E:

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

            	
              S-III-E-1

            
	
              Schedule
                IV:

            	
              Representations
                and Warranties of the Master Servicer

            	
              S-IV-1

            
	
              Schedule
                V:

            	
              Principal
                Balance Schedules [if applicable]

            	
              S-V-1

            
	
              Schedule
                VI:

            	
              Form
                of Monthly Master Servicer Report

            	
              S-VI-1

            


    

    


     

    EXHIBITS

     

    
      	
              Exhibit
                A:

            	
              Form
                of Senior Certificate (excluding Notional Amount
                Certificates)

            	
              A-1

            
	
              Exhibit
                B:

            	
              Form
                of Subordinated Certificate

            	
              B-1

            
	
              Exhibit
                C-1:

            	
              Form
                of Class A-R Certificate

            	
              C-1-1

            
	
              Exhibit
                C-2:

            	
              Form
                of Class P Certificate

            	
              C-2-1

            
	
              Exhibit
                C-3:

            	
              Form
                of Class C Certificate

            	
              C-3-1

            
	
              Exhibit
                D:

            	
              Form
                of Notional Certificate

            	
              D-1

            
	
              Exhibit
                E:

            	
              Form
                of Reverse of Certificates

            	
              E-1

            
	
              Exhibit
                F:

            	
              Form
                of Initial Certification of Trustee

            	
              F-1

            
	
              Exhibit
                G:

            	
              Form
                of Delay Delivery Certification of Trustee

            	
              G-1

            
	
              Exhibit
                H:

            	
              Form
                of Final Certification of Trustee

            	
              H-1

            
	
              Exhibit
                I:

            	
              Form
                of Transfer Affidavit

            	
              I-1

            
	
              Exhibit
                J-1:

            	
              Form
                of Transferor Certificate (Residual)

            	
              J-1-1

            
	
              Exhibit
                J-2:

            	
              Form
                of Transferor Certificate (Private)

            	
              J-2-1

            
	
              Exhibit
                K:

            	
              Form
                of Investment Letter (Non-Rule 144A)

            	
              K-1

            
	
              Exhibit
                L-1:

            	
              Form
                of Rule 144A Letter

            	
              L-1

            
	
              Exhibit
                L-2:

            	
              Form
                of ERISA Letter (Covered Certificates)

            	
              L-1

            
	
              Exhibit
                M:

            	
              Form
                of Request for Release (for Trustee)

            	
              M-1

            
	
              Exhibit
                N:

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

            	
              N-1

            
	
              Exhibit
                O:

            	
              [Reserved]

            	
              O-1

            


    

     

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

     

    
 

    
      	
              Exhibit
                P:

            	
              [Reserved]

            	
              P-1

            
	
              Exhibit
                Q:

            	
              The
                then current version of Standard & Poor’s LEVELS® Version

            	
              Q-1

            
	
              Exhibit
                R-1:

            	
              Form
                of Corridor Contract 1

            	
              R-1-1

            
	
              Exhibit
                R-2:

            	
              Form
                of Corridor Contract 2

            	
              R-2-1

            
	
              Exhibit
                S-1:

            	
              [Reserved]

            	
              S-1-1

            
	
              Exhibit
                S-2:

            	
              [Reserved]

            	
              S-2-1

            
	
              Exhibit
                T:

            	
              Officer’s
                Certificate with respect to Prepayments.

            	
              T-1

            
	
              Exhibit
                U:

            	
              Form
                of Monthly Statement

            	
              U-1

            
	
              Exhibit
                V-1:

            	
              Form
                of Performance Certification (Subservicer)

            	
              V-1-1

            
	
              Exhibit
                V-2:

            	
              Form
                of Performance Certification (Trustee)

            	
              V-2-1

            
	
              Exhibit
                W:

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

            	
              W-1

            
	
              Exhibit
                X:

            	
              List
                of Item 1119 Parties

            	
              X-1

            
	
              Exhibit
                Y:

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

            	
              Y-1

            


    

    


    


    
      
        
          
          

        

        
          v

          
            

          

        

        
          
          

        

      

    

    


    THIS
      POOLING AND SERVICING AGREEMENT, dated as of 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

     

    In
      consideration of the mutual agreements contained in this Agreement, the parties
      to this Agreement agree as follows:

     

    PRELIMINARY
      STATEMENT

     

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

     

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

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    Master
      REMIC:

     

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

     

    
      	
              Class

            	
              Original
                Class

              Certificate
                Balance

            	
              Pass-Through

              Rate

            	 	
              Related
                REMIC

              or
                Certificate

            
	
              Class 1-A-1

            	
              $        112,645,000

            	
              (1)

            	 	
              Class 1-A-1

            
	
              Class 1-A-2

            	
              $          75,097,000

            	
              (1)

            	 	
              Class 1-A-2

            
	
              Class 2-A-1

            	
              $        185,744,000

            	
              (1)

            	 	
              Class 2-A-1

            
	
              Class 2-A-2

            	
              $          92,872,000

            	
              (1)

            	 	
              Class 2-A-2

            
	
              Class 2-A-3

            	
              $          30,957,000

            	
              (1)

            	 	
              Class 2-A-3

            
	
              Class
                X

            	
              $   276,634,820(2)

            	
              2.00%
                (3)

            	 	
              Class
                X

            
	
              Class
                M-1

            	
              $          13,254,000

            	
              (1)

            	 	
              Class
                M-1

            
	
              Class
                M-2

            	
              $          10,493,000

            	
              (1)

            	 	
              Class
                M-2

            
	
              Class
                M-3

            	
              $           3,866,000

            	
              (1)

            	 	
              Class
                M-3

            
	
              Class
                M-4

            	
              $           3,037,000

            	
              (1)

            	 	
              Class
                M-4

            
	
              Class
                M-5

            	
              $           2,761,000

            	
              (1)

            	 	
              Class
                M-5

            
	
              Class
                M-6

            	
              $           2,761,000

            	
              (1)

            	 	
              Class
                M-6

            
	
              Class
                M-7

            	
              $           2,761,000

            	
              (1)

            	 	
              Class
                M-7

            
	
              Class
                M-8

            	
              $           1,933,000

            	
              (1)

            	 	
              Class
                M-8

            
	
              Class
                M-9

            	
              $           2,761,000

            	
              (1)

            	 	
              Class
                M-9

            
	
              Class
                M-10

            	
              $           8,560,000

            	
              (1)

            	 	
              Class
                M-10

            
	
              Class C

            	
              (4)

            	
              (3)

            	 	
              REMIC
                C

            
	
              Class 1-P

            	
              $100(5)

            	
              (6)

            	 	
              REMIC
                1-P

            
	
              Class 2-P

            	
              $100(5)

            	
              (7)

            	 	
              REMIC
                2-P

            
	
              Class
                R-2

            	
              $100

            	
              (8)

            	 	
              Class
                A-R

            


    

    _______________

    
      	
              (1)

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

            


    

     

    
      	
              (2)

            	
              This
                Class has no Class Certificate Balance but will accrue interest on
                its
                Notional Amount.

            


    

     

    
      	
              (3)

            	
              Solely
                for federal income tax purposes, the Class X Master REMIC Interest
                will
                accrue interest at a rate equal to the excess of the Weighted Average
                Adjusted Net Mortgage Rate over the product of two and the weighted
                average of the pass through rates in respect of the Class 1-X-X and
                Class
                1-X-Y Interests, subjecting the Class 1-X–Y Interest to a cap equal to
                zero and the Class C Master REMIC Interest will accrue interest at
                a rate
                equal to the excess of the Weighted Average Adjusted Net Mortgage
                Rate
                over the product of two and the weighted average of the pass through
                rates
                in respect of the 

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Class
      1-C-X and Class 1-C-Y Interests, subjecting the
      Class 1-C-Y Interest to a cap equal to zero.

     

    
      	
              (4)

            	
              Solely
                for federal income tax purposes, the Class C Master REMIC Interest
                will
                consist of (a) an interest only REMIC Regular Interest having a notional
                balance equal to the aggregate principal balance of the REMIC 1 Interests
                other than the 1-1-P, 1-2-P, 1-$100 and R-1 Interests, and (b) a
                principal
                only REMIC Regular Interest having a principal balance equal to the
                Overcollateralized Amount.

            


    

     

    
      	
              (5)

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

            


    

     

    
      	
              (6)

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

            


    

     

    
      	
              (7)

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

            


    

     

    
      	
              (8)

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

            


    

     

    


    
      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

    


    REMIC
      1:

     

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

     

    
      	
              The
                REMIC 1

              Interests

            	
              Initial
                Principal

              Balance

            	
               

              Interest
                Rate

            
	
              1-X-X

            	
              (1)

            	
              (2)

            
	
              1-X-Y

            	
              (3)

            	
              (2)

            
	
              1-WAC–X

            	
              (1)

            	
              (2)

            
	
              1-WAC–Y

            	
              (3)

            	
              (2)

            
	
              1-C-X

            	
              (1)

            	
              (2)

            
	
              1-C–Y

            	
              (3)

            	
              (2)

            
	
              1-Support

            	
              (1)

            	
              (2)

            
	
              1-1-P

            	
              $100

            	
              (4)

            
	
              1-2-P

            	
              $100

            	
              (5)

            
	
              1-$100

            	
              $100

            	
              (6)

            
	
              R-1

            	
              (7)

            	
              (7)

            


    

    _______________

    
      	
              (1)

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

            


    

    


    
      	
              (2)

            	
              The
                Weighted Average Adjusted Net Mortgage
                Rate.

            


    

    


    
      	
              (3)

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

            


    

     

    
      	
              (4)

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

            


    

     

    
      	
              (5)

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

            


    

     

    
      	
              (6)

            	
              On
                each Distribution Date, the Class 1-$100 Interest will be entitled
                to
                receive payments of principal in an amount equivalent to the principal
                distributions payable with in respect to the Class A-R
                Certificates.

            


    

     

    
      	
              (7)

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

            


    

     

    


    
      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

    


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

     

    


    
      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              
                Accretion
                  Directed
Certificates

            	
              None.

            
	
              
                Accretion
                  Directed
Components.

            	
              None.

            
	
              Accrual
                Certificates

            	
              None.

            
	
              Accrual
                Components

            	
              None.

            
	
              Book-Entry
                Certificates

            	
              All
                Classes of Certificates other than the Physical
                Certificates.

            
	
              COFI
                Certificates

            	
              None.

            
	
              Component
                Certificates

            	
              None.

            
	
              Components

            	
              None.

            
	
              Delay
                Certificates

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

            
	
              
                ERISA-Restricted
Certificates

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

            
	
              
                Group
                  1
Senior Certificates

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

            
	
              
                Group
                  2
Senior Certificates

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

            
	
              
                Inverse
                  Floating Rate
Certificates

            	
              None.

            
	
              LIBOR
                Certificates

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

            
	
              MTA
                Certificates

            	
              None.

            
	
              Non-Delay
                Certificates

            	
              The
                LIBOR Certificates.

            
	
              
                Notional
                  Amount
Certificates

            	
              Class
                X Certificates.

            


    

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
 

    
      	
              Offered
                Certificates

            	
              All
                Classes of Certificates other than the Private
                Certificates.

            
	
              Physical
                Certificates

            	
              The
                Private Certificates and the Residual Certificates.

            
	
              Planned
                Principal Classes

            	
              None.

            
	
              
                Planned
                  Principal
Components

            	
              None.

            
	
              Principal
                Only Certificates

            	
              None.

            
	
              Private
                Certificates

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

            
	
              Rating
                Agencies

            	
              S&P
                and Moody’s.

            
	
              Regular
                Certificates

            	
              All
                Classes of Certificates, other than the Residual
                Certificates.

            
	
              Residual
                Certificates

            	
              The
                Class A-R Certificates.

            
	
              
                Scheduled
                  Principal
Classes

            	
              None.

            
	
              Senior
                Certificates

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

            
	
              Senior
                LIBOR Certificates

            	
              The
                Group 1 Senior Certificates and Group 2 Senior
                Certificates.

            
	
              Subordinated
                Certificates

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

            
	
              
                Targeted
                  Principal
Classes

            	
              None.

            
	
              Underwriter

            	
              Banc
                of America Securities LLC.

            


    

    


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

     

    


     

    


    
      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

    


    ARTICLE
      I

    DEFINITIONS

     

    
      	
            	
              SECTION
                1.01.

            	
              Defined
                Terms.

            


    

     

    Whenever
      used in this Agreement, the following words and phrases, unless the context
      otherwise requires, shall have the following meanings:

     

    
      
        Account:  Any
          Escrow Account, the Certificate Account, the Distribution Account, the
          Carryover
          Reserve Fund, the Principal Reserve Fund, the Corridor Contract Reserve
          Fund or
          any other account related to the Trust Fund or the Mortgage Loans.

         

        Accretion
          Directed Classes:  As specified in the Preliminary
          Statement.

         

        Additional
          Carryover Reserve Fund Deposit:  Not applicable.

         

        Additional
          Designated Information:  As defined in Section 11.02.

         

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

         

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

         

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

         

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

         

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

         

      

    

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

     

    Applied
      Realized Loss Amount:  With respect to any Distribution Date and
      the Offered Certificates (other than the Class X Certificates), the sum of
      the
      Realized Losses which are to be 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

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

     

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

     

    Available
      Funds:  As to any Distribution Date and each Loan Group or
      Sub-Loan Group, the sum of (a) the aggregate amount held in the Certificate
      Account at the close of business on the related Determination Date, including
      any Subsequent Recoveries, in respect of such Mortgage Loans net of the related
      Amount Held for Future Distribution and net of Prepayment Charges and amounts
      permitted to be withdrawn from the Certificate Account pursuant to clauses
      (i) –
(viii) of Section 3.08(a) in respect of such Mortgage Loans and amounts
      permitted to be withdrawn from the Distribution Account pursuant to clauses
      (i)
– (iii) of Section 3.08(b) in respect of such Mortgage Loans, (b) the amount
      of
      the related Advance and (c) in connection with Defective Mortgage Loans in
      such
      Loan Group or Sub-Loan Group, as applicable, the aggregate of the Purchase
      Prices and Substitution Adjustment Amounts deposited on the related Distribution
      Account Deposit Date.

     

    Available
      Funds Rate Cap:  For any Distribution Date and the Class X
      Certificates, the product of (a) the sum of Available Funds for Sub-Loan Group
      X-1 and Sub-Loan Group X-2, and (b) a fraction, the numerator of which is 12
      and
      the denominator of which is the aggregate Stated Principal Balance of the
      Mortgage Loans in Sub-Loan Group X-1 and Sub-Loan Group 

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    X-2
      as of
      the Due Date occurring in the month preceding the month of that Distribution
      Date (after giving effect to Principal Prepayments in the Prepayment Period
      related to that prior Due Date); and

     

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

     

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

     

    Beneficiary:  The
      Trustee, on behalf of, and for the benefit of, the holders of the Insured
      Certificates.

     

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

     

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

     

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

     

    Capitalized
      Interest Account:  Not applicable.

     

    Carryover
      Reserve Fund:  The separate Eligible Account created and initially
      maintained by the Trustee pursuant to Section 3.05(g) in the name of the Trustee
      for the benefit of the Holders of the LIBOR Certificates and designated “The
      Bank of New York in trust for registered holders of CWALT, Inc., Alternative
      Loan Trust 2007-OA10, Mortgage Pass-Through Certificates, Series
      2007-OA10.”  Funds in the Carryover Reserve Fund shall be held in
      trust for the Holders of the LIBOR Certificates for the uses and purposes set
      forth in this Agreement.

     

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

     

    Certification
      Party:  As defined in Section 11.05.

     

    Certifying
      Person:  As defined in Section 11.05.

     

    Certificate
      Account:  The separate Eligible Account or Accounts created and
      maintained by the Master Servicer pursuant to Section 3.05 with a
      depository institution, initially Countrywide Bank, F.S.B., 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-OA10, Mortgage Pass-Through Certificates
      Series 2007-OA10.”

     

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

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

    then
      entitled under this Agreement, such amount being equal to the Denomination
      of
      that Certificate (A) plus, with respect to the LIBOR Certificates, any increase
      to the Certificate Balance of such Certificate pursuant to Section 4.02 due
      to
      the receipt of Subsequent Recoveries and (B) minus the sum of
      (i) all distributions of principal previously made with respect to that
      Certificate and (ii) with respect to the LIBOR Certificates, any Applied
      Realized Loss Amounts allocated to such Certificate on previous Distribution
      Dates pursuant to Section 4.02 without duplication.  The Class X
      Certificates do not have Certificate Balances.  Exclusively for the
      purpose of determining any subrogation rights of the Certificate Insurer arising
      under Section 4.10 hereof, the Certificate Balance of an Insured Certificate
      shall not be reduced by the amount of any payments made by the Certificate
      Insurer in respect of principal on such Certificate under the Policy, except
      to
      the extent such payment shall have been reimbursed to the Certificate Insurer
      pursuant to the provisions of this Agreement.

     

    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
      Insurance Premium:  For each Distribution Date, an amount equal to
      (1) the product of (a) 0.13% per annum and (b) a fraction, expressed as a
      percentage, the numerator of which is the actual number of days in the related
      Interest Accrual Period and the denominator of which is 360 and (2) the
      aggregate Class Certificate Balance of the Insured Certificates immediately
      prior to such Distribution Date.

     

    Certificates
      Insurer:  Assured Guaranty Corp. and its successors and
      assigns.

     

    Certificate
      Register:  The register maintained pursuant to
      Section 5.02.

     

    Certificateholder
      or Holder:  The person in whose name a Certificate is registered
      in the Certificate Register, except that, solely for the purpose of giving
      any
      consent pursuant to this Agreement, any Certificate registered in the name
      of
      the Depositor or any affiliate of the Depositor shall be deemed not to be
      Outstanding and the Percentage Interest evidenced thereby shall not be taken
      into account in determining whether the requisite amount of Percentage Interests
      necessary to effect such consent has been obtained; provided, however, that
      if
      any such Person (including the Depositor) owns 100% of the Percentage Interests
      evidenced by a Class of Certificates, such Certificates shall be deemed to
      be
      Outstanding for purposes of any provision of this Agreement (other than the
      second sentence of Section 10.01) that requires the consent of the Holders
      of
      Certificates of a particular Class as a condition to the taking of any action
      under this Agreement.  The Trustee is entitled to rely conclusively on
      a certification of the Depositor or any affiliate of the Depositor in
      determining which Certificates are registered in the name of an affiliate of
      the
      Depositor.  For the purposes of the Policy only, a “Holder” does not
      include the Depositor, any Seller, the Master Servicer or any subservicer
      retained by the Master Servicer, the Trust Fund, the Trustee or any of their
      respective affiliates, who, on the applicable Distribution Date, is entitled
      under the terms of the Insured Certificates, to a distribution on an Insured
      Certificate under the Policy.

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

     

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

     

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

     

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

     

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

     

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

     

    Closing
      Date:  July 30, 2007.

     

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

     

    COFI:  The
      Monthly Weighted Average Cost of Funds Index for the Eleventh District Savings
      Institutions published by the Federal Home Loan Bank of San
      Francisco.

     

    COFI
      Certificates:  As specified in the Preliminary
      Statement.

     

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

     

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

     

    Component:  As
      specified in the Preliminary Statement.

     

    Component
      Balance:  Not applicable.

     

    Component
      Certificates:  As specified in the Preliminary
      Statement.

     

    Component
      Notional Amount:  Not applicable.

     

    Confirmation:  With
      respect to the LIBOR Certificates and Corridor Contract 1, the Confirmation
      (reference #37752270/37752280 with a trade date of July 27, 2007), evidencing
      a
      transaction between the Supplemental Interest Trustee, and the
      Counterparty.  With respect to the LIBOR Certificates and Corridor
      Contract 2, the Confirmation (reference #37752284/37752286 

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

     

    with
      a
      trade date of July 27, 2007), evidencing a transaction between the Supplemental
      Interest Trustee, and the Counterparty.

     

    Coop
      Shares: Shares issued by a Cooperative Corporation.

     

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

     

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

     

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

     

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

     

    Corporate
      Trust Office:  The designated office of the Trustee in the State
      of New York at which at any particular time its corporate trust business with
      respect to this Agreement shall be administered, which office at the date of
      the
      execution of this Agreement is located at 101 Barclay Street, Floor 4W, New
      York, New York 10286 (Attn:  Mortgage-Backed Securities Group, CWALT,
      Inc. Series 2007-OA10), facsimile no. (212) 815-3986, and which is the address
      to which notices to and correspondence with the Trustee should be
      directed.

     

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

     

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

     

    Corridor
      Contract Reserve Fund:  The separate Eligible Account (for
      purposes of the definition of “Eligible Account”, the Corridor Contract Reserve
      Fund shall be treated in the same manner that the Pre-Funding Account and the
      Capitalized Interest Account are treated under that definition) created and
      initially maintained by the Supplemental Interest Trustee pursuant to Section
      3.05(h) in the name of the Supplemental Interest Trustee for the benefit of
      the
      Holders of the LIBOR Certificates and designated “The Bank of New York in trust
      for registered holders of Alternative Loan Trust 2007-OA10, Mortgage
      Pass-Through Certificates, Series 2007-OA10.”  Funds in the Corridor
      Contract Reserve Fund shall be held in trust for the Holders of the LIBOR
      Certificates for the uses and purposes set forth in this Agreement.

     

    Corridor
      Contract 1 Termination Date:  July 25, 2017.

     

    Corridor
      Contract 2 Termination Date:  July 25, 2017.

     

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

     

    Counterparty:  UBS
      AG and its successors.

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

     

    Countrywide:  Countrywide
      Home Loans, Inc., a New York corporation and its successors and assigns, in
      its
      capacity as the seller of the Countrywide Mortgage Loans to the
      Depositor.

     

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

     

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

     

    Covered
      Certificates: The 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:

     

    
      	
              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 0.35% for
                each month thereafter through July 2012

            
	
              August
                2012 – July
                2013                                                         

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

            
	
              August
                2013  – July
                2014                                                         

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

            
	
              August
                2014 and
                thereafter                                                         

            	
              1.65%

            


    

    


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

     

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

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

     

    Cut-off
      Date Pool Principal
      Balance: $552,265,411.52.

     

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

     

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

     

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

     

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

     

    Deficiency
      Amount: An amount, equal to the sum of:

     

    (1)           with
      respect to any Distribution Date, the excess of (a) aggregate Current Interest
      for the Insured Certificates over (b) the Available Funds allocated to the
      Insured Certificates for such Distribution Date; and

     

    (2)           (a)  on
      the Final Distribution Date, the amount needed to pay the aggregate Class
      Certificate Balance of the Insured Certificates (after giving effect to the
      payment of all amounts actually available to be paid on the Insured Certificates
      on that Distribution Date from all sources other than the Policy) and (b) for
      any Distribution Date other than the Final Distribution Date, the amount of
      any
      Realized Losses allocated to the Insured Certificates on such Distribution
      Date;

     

    provided,
      however, that “Deficiency Amount” shall not include any amounts available to be
      paid to the Holders of the Insured Certificates which are not paid to the
      Holders of the Insured Certificates solely as a result of failure by the Trustee
      to pay such amount when due and payable, including, without limitation, any
      such
      additional amounts as may be attributable to penalties or default interest
      rates, amounts in respect of indemnification, or any other additional amounts
      payable by reason of such a default.  “Deficiency Amount” shall not
      include any shortfalls attributable to the application of the Net Rate Cap,
      any
      Net Rate Carryover, any Net Prepayment Interest Shortfalls, any interest
      shortfalls resulting from Deferred Interest or any shortfalls resulting from
      the
      application of the Relief Act or any shortfall attributable to any taxes,
      withholding or other charges imposed by any governmental authority (including
      interest and penalties in respect of such liabilities).

     

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

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

     

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

     

    Delay
      Certificates: As specified in the Preliminary Statement.

     

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

     

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

     

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

     

    Delinquency
      Trigger Event: With respect to a Distribution Date on or after the Stepdown
      Date, the Rolling Sixty Day Delinquency Rate for the outstanding Mortgage Loans
      equals or exceeds the product of the Senior Enhancement Percentage for such
      Distribution Date and (i) if such Distribution Date is prior to the Distribution
      Date in August 2012, 28.14% and (ii) if such Distribution Date is on or after
      the Distribution Date in August 2012, 35.18%.

     

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

     

    Depositor:  CWALT,
      Inc., a Delaware corporation, or its successor in interest.

     

    Depository:  The
      initial Depository shall be The Depository Trust Company, the nominee of which
      is CEDE & Co., as the registered Holder of the Book-Entry
      Certificates.  The Depository shall at all times be a “clearing
      corporation” as defined in Section 8-102(a)(5) of the Uniform Commercial
      Code of the State of New York.

     

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

     

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

     

    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 

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

     

    Alternative
      Loan Trust 2007-OA10, Mortgage Pass-Through Certificates, Series
      2007-OA10.”  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
      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.

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

     

    Eligible
      Repurchase Month:  As defined in Section 3.11.

     

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

     

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

     

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

     

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

     

    Event
      of Default:  As defined in Section 7.01.

     

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

     

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

     

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

     

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

     

    FDIC:  The
      Federal Deposit Insurance Corporation, or any successor thereto.

     

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

     

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

     

    Final
      Distribution Date:  With respect to payments related to the
      Policy, the Distribution Date in November 2047.

     

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

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

     

    Fitch:  Fitch,
      Inc., or any successor thereto.  If Fitch is designated as a Rating
      Agency in the Preliminary Statement, for purposes of Section 10.05(b) the
      address for notices to Fitch shall be Fitch, Inc., One State Street Plaza,
      New
      York, New York  10004, Attention: Residential Mortgage Surveillance
      Group, or such other address as Fitch may hereafter furnish to the Depositor
      and
      the Master Servicer.

     

    FNMA:  The
      Federal National Mortgage Association, a federally chartered and privately
      owned
      corporation organized and existing under the Federal National Mortgage
      Association Charter Act, or any successor to the Federal National Mortgage
      Association.

     

    Form
      10-D Disclosure Item:  With respect to any Person, any material
      litigation or governmental proceedings pending against (a) such Person or (b)
      against any of the Trust Fund, the Depositor, the Trustee, any co-trustee,
      the
      Master Servicer or any Subservicer, if such Person has actual knowledge
      thereof.

     

    Form
      10-K Disclosure Item:  With respect to any Person, (a) Form 10-D
      Disclosure Item, and (b) any affiliations or relationships between such Person
      and any Item 1119 Party.

     

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

     

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

     

    Group
      1 Principal Distribution Amount:  With respect to each
      Distribution Date, the product of  (i) the lesser of (a) the Principal
      Distribution Amount and (b) the amount of Available Funds remaining after the
      distributions according to Section 4.02(a)(1)-(5) and (ii) a fraction, the
      numerator of which is the Principal Remittance Amount for Loan Group 1 for
      that
      Distribution Date and the denominator of which is the aggregate Principal
      Remittance Amount for both Loan Groups for that Distribution Date.

     

    Group
      1 Senior Principal Distribution Amount:  With respect to each
      Distribution Date, the product of (i) the lesser of (a) the Senior Principal
      Distribution Amount and (b) the amount of Available Funds remaining after the
      distributions according to Section 4.02(a)(1)-(5) and (ii) a fraction, the
      numerator of which is the Principal Remittance Amount for Loan Group 1 for
      that
      Distribution Date and the denominator of which is the aggregate Principal
      Remittance Amount for both Loan Groups for that Distribution Date.

     

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

     

    Group
      2 Principal Distribution Amount:  With respect to each
      Distribution Date, the product of  (i) the lesser of (a) the Principal
      Distribution Amount and (b) the amount of Available Funds remaining after the
      distributions according to Section 4.02(a)(1)-(5) and (ii) a fraction, the
      numerator of which is the Principal Remittance Amount for Loan Group 2 for
      that
      Distribution Date and the denominator of which is the aggregate Principal
      Remittance Amount for both Loan Groups for that Distribution Date.

     

     

    
      
        
        

      

      
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    Group
      2 Senior Principal Distribution Amount:  With respect to each
      Distribution Date, the product of (i) the lesser of (a) the Senior Principal
      Distribution Amount and (b) the amount of Available Funds remaining after the
      distributions according to Section 4.02(a)(1)-(5) and (ii) a fraction, the
      numerator of which is the Principal Remittance Amount for Loan Group 2 for
      that
      Distribution Date and the denominator of which is the aggregate Principal
      Remittance Amount for both Loan Groups for that Distribution Date.

     

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

     

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

     

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

     

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

     

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

     

    Initial
      Component Balance:  As specified in the Preliminary
      Statement.

     

    Initial
      LIBOR Rate:  5.320%.

     

    Insurance
      Policy:  With respect to any Mortgage Loan included in the Trust
      Fund, any insurance policy (other than the 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
        Amount: As to any Distribution Date and the Insured Certificates, the
        Deficiency Amount for such Distribution Date.  As to any other date,
        any Preference Amounts.

    

     

    Insured
      Certificates:  Class 1-A-2, Class 2-A-2 and Class 2-A-3
      Certificates.

     

    Insured
      Expenses:  Expenses covered by an Insurance Policy or any other
      insurance policy with respect to the Mortgage Loans.

     

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

     

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

     

     

    
      
        
        

      

      
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    Interest
      Determination Date:  With respect to (a) any Interest Accrual
      Period for any LIBOR Certificates and (b) any Interest Accrual Period for
      the COFI Certificates for which the applicable Index is LIBOR, the second
      Business Day prior to the first day of such Interest Accrual
      Period.  With respect to the MTA Certificates, the 15th day prior to
      the commencement of each Interest Accrual Period or, if such 15th day is not
      a
      Business Day, the next preceding Business Day.

     

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

     

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

     

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

     

    Interest
      Reimbursement Amount:   As to any Distribution Date, an
      amount equal to the portion of the Reimbursement Amount for such Distribution
      Date related to interest payments.

     

    ISDA
      Master Agreement: The 1992 ISDA Master Agreement (Multicurrency – Cross
      Border), including the Schedule and Credit Support Annex thereto, dated July
      30,
      2007, between the Counterparty and the Supplemental Interest
      Trustee.

     

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

     

    Late
      Payment Rate: As of any date of calculation, the lesser of (a) the greater
      of (i) the per annum rate of interest publicly announced from time to time
      by
      JPMorgan Chase Bank, National Association, at its principal office in New York,
      New York as its prime or base lending rate (any change in such rate of interest
      to be effective on the date such change is announced by JPMorgan Chase Bank,
      National Association) plus 3%, and (ii) the then applicable highest rate of
      interest on any of the Insured Certificates and (b) the maximum rate permissible
      under 

     

     

    
      
        
        

      

      
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    applicable
      usury or similar laws limiting interest rates.  The Late Payment Rate
      shall be computed on the basis of the actual number of days elapsed over a
      year
      of 360 days.

     

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

     

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

     

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

     

    LIBOR
      Certificates:  As specified in the Preliminary
      Statement.

     

    Limited
      Exchange Act Reporting Obligations:  The obligations of the Master
      Servicer under Section 3.16(b), Section 6.02 and Section 6.04 with respect
      to
      notice and information to be provided to the Depositor and Article XI (except
      Section 11.07(a)(1) and (2)).

     

    Liquidated
      Mortgage Loan:  With respect to any Distribution Date, a defaulted
      Mortgage Loan (including any REO Property) that was liquidated in the calendar
      month preceding the month of such Distribution Date and as to which the Master
      Servicer has determined (in accordance with this Agreement) that it has received
      all amounts it expects to receive in connection with the liquidation of such
      Mortgage Loan, including the final disposition of an REO Property.

     

    Liquidation
      Proceeds:  Amounts, including Insurance Proceeds, received in
      connection with the partial or complete liquidation of defaulted Mortgage Loans,
      whether through trustee’s sale, foreclosure sale or otherwise or amounts
      received in connection with any condemnation or partial release of a Mortgaged
      Property and any other proceeds received in connection with an REO Property,
      less the sum of related unreimbursed Master Servicing Fees, Servicing Advances
      and Advances.

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
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    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, 0.375%
      per annum.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
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    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)          the
      Loan Group or Sub-Loan Group;

     

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

     

    (iv)         the
      maturity date;

     

    (v)          the
      original principal balance;

     

    (vi)         the
      Cut-off Date Principal Balance;

     

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

     

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

     

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

     

     

    
      
        
        

      

      
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    (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, the Minimum Mortgage Rate, the first Adjustment Date, the Payment
      Adjustment Date and, if applicable, the Maximum Negative Amortization for such
      Mortgage Loan;

     

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

     

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

     

    (xxiii)       the
      related Prepayment Charge Period.

     

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

     

    The
      Mortgage Loan Schedule shall be amended from time to time by the Master Servicer
      in accordance with the provisions of this Agreement and a copy of each amendment
      to the Mortgage Loan Schedule relating to clauses (xxi), (xxii) and (xxiii)
      thereof shall be furnished by the Master Servicer to the Class P and Class
      C
      Certificateholders and the NIM Insurer.

     

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

     

    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
      Prepayment Interest Shortfalls: As to any Distribution Date and Loan Group,
      the excess of the aggregate Prepayment Interest Shortfall for that Loan Group
      and Distribution Date over the sum of (x) the Compensating Interest for such
      Loan Group and Distribution Date and (y) the excess of the Compensating Interest
      for the other Loan Group over the aggregate Prepayment Interest Shortfall for
      the other Loan Group for such Distribution Date.

     

    Net
      Rate Cap:  With respect to any Distribution Date and the Class X
      Certificates, the excess, if any, of (a) lesser of (i) the Weighted Average
      Adjusted Net Mortgage Rate on the Mortgage Loans in Sub-Loan Group X-1 and
      Sub-Loan Group X-2 for that Distribution Date, and (ii) the related Available
      Funds Rate Cap, over (b) the sum of: (A) the product of (1) 0.13% and (2) a
      fraction, expressed as a percentage, the numerator of which is (x) the aggregate
      Class Certificate Balance of the Insured Certificates immediately prior to
      such
      Distribution Date, and the denominator of which is (y) the aggregate Stated
      Principal Balance of the Mortgage Loans as of the Due Date occurring in the
      month preceding the month of that Distribution Date (after giving effect to
      Principal Prepayments in the Prepayment Period related to that prior Due Date),
      and (B) the product of (x) any Unpaid Certificate Insurance Premium for such
      Distribution Date, and (y) a fraction, the numerator of which is 12 and the
      denominator of which is the aggregate Stated Principal Balance of the Mortgage
      Loans as of the Due Date occurring in the month 

     

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

     

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

     

    With
      respect to any Distribution Date and all Classes of LIBOR Certificates, the
      product of (a) the excess, if any, of (i) the lesser of (A) the Weighted Average
      Adjusted Net Mortgage Rate for the Mortgage Pool for that Distribution Date,
      and
      (B) the related Available Funds Rate Cap, over (ii) the product of (A) the
      sum
      of (1) the interest accrued on the Class X Certificates during the related
      Interest Accrual Period and (2) the product of (x) a fraction, the numerator
      of
      which is 0.13% and the denominator of which is 12, and (y) the aggregate Class
      Certificate Balance of the Insured Certificates immediately prior to such
      Distribution Date, and (3) any Unpaid Certificate Insurance Premium for such
      Distribution Date, and (B) a fraction, the numerator of which is 12, and the
      denominator of which is the aggregate Stated Principal Balance of the Mortgage
      Loans as of the Due Date occurring in the month preceding the month of that
      Distribution Date (after giving effect to Principal Prepayments in the
      Prepayment Period related to that prior Due Date), and (b) a fraction, the
      numerator of which is 30, and the denominator of which is the actual number
      of
      days that elapsed in the related Interest Accrual Period.

     

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

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

     

    Due
      Date
      occurring in the month preceding the month of such Distribution Date (after
      giving effect to Principal Prepayments in the Prepayment Period related to
      that
      prior Due Date).

     

    Notional
      Amount Certificates:  As specified in the Preliminary
      Statement.

     

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

     

    Offered
      Certificates:  As specified in the Preliminary
      Statement.

     

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

     

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

     

    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.

     

    Order:
      A final nonappealable order of a court or other body exercising jurisdiction
      in
      an Insolvency Proceeding by or against the issuing entity, to the effect that
      the Beneficiary or the Holder of an Insured Certificate is required to return
      or
      repay all or any portion of a Preference Amount.

     

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

     

    OTS:  The
      Office of Thrift Supervision.

     

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

     

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

     

     

    
      
        
        

      

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

     

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

     

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

     

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

     

    Overcollateralization
      Target Amount:  With respect to any Distribution Date (a) prior to
      the Stepdown Date, an amount equal to 0.500% of the Cut-off Date Pool Principal
      Balance and (b) on or after the Stepdown Date, the greater of (i) (x) for any
      Distribution Date on or after the Stepdown Date, but prior to the Distribution
      Date in August 2013, an amount equal to 1.250% of the aggregate Stated Principal
      Balance of the Mortgage Loans as of the Due Date in the month of that
      Distribution Date (after giving effect to Principal Prepayments received in
      the
      related Prepayment Period) and (y) for any Distribution Date on or after the
      Stepdown Date and on or after the Distribution Date in August 2013, an amount
      equal to 1.000% of the aggregate Stated Principal Balance of the Mortgage Loans
      as of the Due Date in the month of that Distribution Date (after giving effect
      to Principal Prepayments received in the related Prepayment Period) and (ii)
      the
      OC Floor; provided, however, that if a Trigger Event is in effect on any
      Distribution Date, the Overcollateralization Target Amount will be the
      Overcollateralization Target Amount as in effect for the prior Distribution
      Date.

     

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

     

    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.

     

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

     

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

     

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

     

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

     

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

     

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

     

    
      	
              Class
                of Certificates

            	
              Pass-Through
                Margin

            
	 	
              
                (1)

              

            	
              
                (2)

              

            
	
              Class
                1-A-1

            	
              0.250%

            	
              0.500%

            
	
              Class
                1-A-2

            	
              0.250%

            	
              0.500%

            
	
              Class
                2-A-1

            	
              0.250%

            	
              0.500%

            
	
              Class
                2-A-2

            	
              0.230%

            	
              0.460%

            
	
              Class
                2-A-3

            	
              0.310%

            	
              0.620%

            
	
              Class
                M-1

            	
              0.650%

            	
              0.975%

            
	
              Class
                M-2

            	
              0.750%

            	
              1.125%

            
	
              Class
                M-3

            	
              1.250%

            	
              1.875%

            
	
              Class
                M-4

            	
              1.440%

            	
              2.160%

            
	
              Class
                M-5

            	
              1.600%

            	
              2.400%

            
	
              Class
                M-6

            	
              1.600%

            	
              2.400%

            
	
              Class
                M-7

            	
              1.600%

            	
              2.400%

            
	
              Class
                M-8

            	
              1.600%

            	
              2.400%

            
	
              Class
                M-9

            	
              1.600%

            	
              2.400%

            
	
              Class
                M-10

            	
              1.600%

            	
              2.400%

            
	 ___________________	 	 


    

    
      	
               

            	
              (1)

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

            


    

    
      	
               

            	
              (2)

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

            


    

     

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    
 

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

     

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

     

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

     

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

     

    Performance
      Certification:  As defined in Section 11.05.

     

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

     

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

     

    (ii)           general
      obligations of or obligations guaranteed by any state of the United States
      or
      the District of Columbia receiving the highest long-term debt rating of each
      Rating Agency, or such lower rating as will not result in the downgrading or
      withdrawal of the ratings then assigned to the Certificates by each Rating
      Agency (without regard to the Policy);

     

    (iii)           commercial
      or finance company paper which is then receiving the highest commercial or
      finance company paper rating of each Rating Agency, or such lower rating as
      will
      not result in the downgrading or withdrawal of the ratings then assigned to
      the
      Certificates by each Rating Agency (without regard to the Policy);

     

    (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


     

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

     

    obligations
      of such holding company, but only if Moody’s is not a Rating Agency) are then
      rated one of the two highest long-term and the highest short-term ratings of
      each Rating Agency for such securities, or such lower ratings as will not result
      in the downgrading or withdrawal of the rating then assigned to the Certificates
      by either Rating Agency (without regard to the Policy);

     

    (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 (without regard
      to
      the Policy) by either Rating Agency, as evidenced by a signed writing delivered
      by each Rating Agency, and reasonably acceptable to the NIM Insurer, as
      evidenced by a signed writing delivered by the NIM Insurer;

     

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

     

    Permitted
      Transferee:  Any person other than (i) the United States, any
      State or political subdivision thereof, or any agency or instrumentality of
      any
      of the foregoing, (ii) a foreign government, International Organization or
      any
      agency or instrumentality of either of the foregoing, (iii) an organization
      (except certain farmers’ cooperatives described in Section 521 of the Code)
      which is exempt from tax imposed by Chapter 1 of the Code (including the tax
      imposed by Section 511 of the Code on unrelated business taxable income) on
      any
      excess inclusions (as defined in Section 860E(c)(1) of the Code) with respect
      to
      any Residual Certificate, (iv) rural electric and telephone cooperatives
      described in Section 1381(a)(2)(C) of the Code, (v) an “electing large
      partnership” as defined in Section 775 of the Code, (vi) a Person that is not a
      citizen or resident of the United States, a corporation, partnership, or other
      entity created or organized in or under the laws of the United States, any
      state
      thereof or the District of Columbia, or an estate or trust whose income from
      sources without the United States is includible in gross income for United
      States federal income tax purposes regardless of its connection with the conduct
      of a trade or business within the United States or a trust if a court within
      the
      United States is able to exercise primary supervision over the administration
      of
      the trust and one or more United States persons have the authority to control
      all substantial decisions of the trust unless such Person has furnished the
      transferor and the Trustee with a duly completed Internal Revenue Service Form
      W-8ECI or any applicable successor form, and (vii) any other Person so
      designated by the Depositor based upon an Opinion of Counsel that the Transfer
      of an 

     

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

     

    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.

     

    Policy:  The
      irrevocable financial guaranty insurance policy no. D-2007-149 including any
      endorsements thereto, issued by the Certificate Insurer with respect to the
      Insured Certificates.


    
      

          Policy
            Payments Account:  The separate Eligible Account created and
            maintained by the Trustee pursuant to Section 4.10(b) in the name of
            the Trustee
            for the benefit of the Holders of the Insured Certificates and the Certificate
            Insurer and designated “The Bank of New York in trust for registered holders of
            Alternative Loan Trust 2007-OA10, Mortgage Pass-Through Certificates,
            Series
            2007-OA10, Class 1-A-2, Class 2-A-2 and Class 2-A-3.”  Funds in the
            Policy Payments Account shall be held in trust for the Holders of the
            Insured
            Certificates and the Certificate Insurer for the uses and purposes set
            forth in
            this Agreement.

           


      

    

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

     

    Preference
      Amount:  With respect to the Insured Certificates, any payment of
      principal or interest previously paid to a Holder of an Insured Certificate
      by
      or on behalf of the Trustee, which would have been covered by the Policy as
      a
      Deficiency Amount if there had been a shortfall in funds available to make
      such
      payment on the required Distribution Date for such payment, which has been
      deemed a preferential transfer and has been recovered from such Holder pursuant
      to the Bankruptcy Code in accordance with an Order.

     

    Pre-Funding
      Account:  Not applicable.

     

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

     

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

     

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

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

    Principal
      Reimbursement Amount:   As to any Distribution Date, an
      amount equal to the portion of the Reimbursement Amount for such Distribution
      Date related to principal payments.

     

    Principal
      Remittance Amount:  As to any Distribution Date and any Loan Group
      or Sub-Loan Group, (x) the sum, without duplication, of (a) the principal
      portion of each Scheduled 

     

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

     

    Payment
      (without giving effect to any reductions thereof caused by any Debt Service
      Reductions or Deficient Valuations) collected or advanced on each Mortgage
      Loan
      in that Loan Group or Sub-Loan Group (other than a Liquidated Mortgage Loan)
      on
      the related Due Date, (b) the principal portion of the Purchase Price of each
      Mortgage Loan in that Loan Group or Sub-Loan Group that was repurchased by
      the
      applicable Seller or purchased by the Master Servicer pursuant to this Agreement
      as of such Distribution Date, (c) the Substitution Adjustment Amount in
      connection with any Deleted Mortgage Loan in that Loan Group or Sub-Loan Group
      received with respect to such Distribution Date, (d) any Insurance Proceeds
      or
      Liquidation Proceeds allocable to recoveries of principal of Mortgage Loans
      in
      that Loan Group or Sub-Loan Group that are not yet Liquidated Mortgage Loans
      received during the calendar month preceding the month of such Distribution
      Date, (e) with respect to each Mortgage Loan in that Loan Group or Sub-Loan
      Group that became a Liquidated Mortgage Loan during the related Prepayment
      Period, the amount of the Liquidation Proceeds allocable to principal received
      during such Prepayment Period with respect to such Mortgage Loan, (f) all
      Principal Prepayments on the Mortgage Loans in that Loan Group or Sub-Loan
      Group
      received during the related Prepayment Period and (g) any Subsequent Recoveries
      on the Mortgage Loans in that Loan Group or Sub-Loan Group received during
      the
      related Prepayment Period minus (y) all non-recoverable Advances on the
      Mortgage Loans in that Loan Group or Sub-Loan Group relating to principal and
      certain expenses reimbursable pursuant to Section 6.03 and reimbursed since
      the
      immediately preceding Due Date.

     

    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-OA10, Mortgage Pass-Through Certificates, Series
      2007-OA10.”  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.

     

    Prospectus
      Supplement:  The prospectus supplement dated July 30, 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 

     

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

     

    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 reduced by the Deficient Valuation.

     

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

     

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

     

    Record
      Date:   With respect to the Class A-R and Class X
      Certificates, the last Business Day of the month preceding the month of such
      Distribution Date.  With respect to any 

     

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

     

    Distribution
      Date and the LIBOR Certificates, the Business Day immediately preceding such
      Distribution Date, or if such Certificates are no longer Book-Entry
      Certificates, the last Business Day of the month preceding the month of such
      Distribution Date.

     

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

     

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

     

    Regular
      Certificates:  As specified in the Preliminary
      Statement.

     

    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.

     

    Reimbursement
      Amount:  As to any Distribution Date, an amount equal to (i) all
      Insured Amounts paid by the Certificate Insurer, but for which the Certificate
      Insurer has not been reimbursed prior to such Distribution Date, plus (ii)
      interest accrued on such Insured Amounts not previously repaid calculated at
      the
      Late Payment Rate from the date the Trustee received such Insured
      Amounts.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

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

     

    REMIC
      C:  As defined in the Preliminary Statement.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (c)           with
      respect to the Master Servicer only, if the Master Servicer becomes aware of
      any
      bankruptcy or receivership with respect to Countrywide, the Depositor, the
      Master Servicer, any Subservicer, the Trustee, the Counterparty any enhancement
      or support provider contemplated by Items 1114(b) or 1115 of Regulation AB,
      or
      any other material party contemplated by Item 1101(d)(1) of Regulation
      AB;

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

     

    agreement;
      (ii) any material enhancement specified in Item 1114(a)(1) through (3) of
      Regulation AB or Item 1115 of Regulation AB has been added with respect to
      one
      or more Classes of the Certificates; or (iii) any existing material enhancement
      or support specified in Item 1114(a)(1) through (3) of Regulation AB or Item
      1115 of Regulation AB with respect to one or more Classes of the Certificates
      has been materially amended or modified; and

     

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

     

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

     

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

     

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

     

    Residual
      Certificates:  As specified in the Preliminary
      Statement.

     

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

     

    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 

     

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

     

    specified
      in this Agreement, shall give effect to any related Debt Service Reduction
      and
      any Deficient Valuation that affects the amount of the monthly payment due
      on
      such Mortgage Loan.

     

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

     

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

     

    Senior
      Certificates:  As specified in the Preliminary
      Statement.

     

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

     

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

     

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

     

    (2)           the
      lesser of (A) the product of (i) (x) 75.125% on any Distribution Date on or
      after the Stepdown Date and prior to the Distribution Date in August 2013 or
      (y)
      80.100% on any Distribution Date on or after the Stepdown Date and on or after
      the Distribution Date in August 2013 and (ii) the aggregate Stated Principal
      Balance of the Mortgage Loans as of the Due Date in the month of that
      Distribution Date (after giving effect to Principal Prepayments received in
      the
      related Prepayment Period) and (B) the aggregate Stated Principal Balance of
      the
      Mortgage Loans as of the Due Date in the month of that Distribution Date (after
      giving effect to Principal Prepayments received in the related Prepayment
      Period) minus the OC Floor.

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

     

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

     

    Startup
      Day:  The Closing Date.

     

    Stated
      Principal Balance:  As to any Mortgage Loan and Due Date, the
      unpaid principal balance of such Mortgage Loan as of such Due Date, as specified
      in the amortization schedule at the time relating thereto (before any adjustment
      to such amortization schedule by reason of any moratorium or similar waiver
      or
      grace period), plus any Deferred Interest added to the  principal
      balance of that Mortgage Loan pursuant to the terms of the related Mortgage
      Note
      on or prior to that Due Date, minus to the sum of: (i) any previous partial
      Principal Prepayments and the payment of principal due on such Due Date,
      irrespective of any delinquency in payment by the related Mortgagor, (ii)
      Liquidation Proceeds allocable to principal (other than with respect to any
      Liquidated Mortgage Loan) received in the prior calendar month and Principal
      Prepayments received through the last day of the related Prepayment Period,
      in
      each case, with respect to that Mortgage Loan and (iii) any Realized Losses
      previously incurred in connection with a Deficient Valuation. The Stated
      Principal Balance of any Mortgage Loan that becomes a Liquidated Mortgage Loan
      will be zero on each date following the Due Period in which such Mortgage Loan
      becomes a Liquidated Mortgage Loan.

     

    Stepdown
      Date:  The earlier to occur of: (1) the Distribution Date after
      the Distribution Date on which the aggregate Class Certificate Balance of the
      Senior Certificates is reduced to zero, and (2) the later to occur of (x) the
      Distribution Date in August 2010 and (y) the first Distribution Date on which
      a
      fraction, the numerator of which is the excess of the aggregate Stated Principal
      Balance of the Mortgage Loans as of the Due Date in the month preceding the
      month in which that Distribution Date occurs (after giving effect to Principal
      Prepayments in the Prepayment Period related to that prior Due Date) over the
      aggregate Class Certificate Balance of the Senior Certificates immediately
      prior
      to that Distribution Date, and the denominator of which is the aggregate Stated
      Principal Balance of the Mortgage Loans as of the Due Date in the month of
      the
      current Distribution Date (after giving effect to Principal Prepayments received
      in the Prepayment Period related to that Due Date) is greater than or equal
      to
      (a) 24.875%, on any Distribution Date prior to the Distribution Date in August
      2013, and (b) 19.900%, on any Distribution Date on or after the Distribution
      Date in August 2013.

     

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

     

    
      	  	
              
                Stepdown
                  Target

                Subordination
                  Percentage (1)

              

            	
              
                Stepdown
                  Target

                Subordination
                  Percentage (2)

              

            	 
	 Class
              M-1	
              18.875%

            	
              15.100%

            	 
	 Class
              M-2	
              14.125%

            	
              11.300%

            	 
	 Class
              M-3	
              12.375%

            	
              9.900%

            	 
	 Class
              M-4	
              11.000%

            	
              8.800%

            	 
	 Class
              M-5	
              9.750%

            	
              7.800%

            	 
	 Class
              M-6	
              8.500%

            	
              6.800%

            	 
	 Class
              M-7	
              7.250%

            	
              5.800%

            	 
	 Class
              M-8	
              6.375%

            	
              5.100%

            	 
	 Class
              M-9	
              5.125%

            	
              4.100%

            	 
	 Class
              M-10	
              1.250%

            	
              1.000%

            	 


    

     

    
      
        	
                (1)

              	
                For
                  any Distribution Date on or after the Distribution Date in August
                  2010 and
                  prior to the Distribution Date in August
                  2013.

              


      

    

    
      
        	
                (2)

              	
                For
                  any Distribution Date on or after the Distribution Date in August
                  2013.

              


      

       

      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

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

    

     

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

     

    Subordinated
      Certificates:  As specified in the Preliminary
      Statement.

     

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

     

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

     

    Subordinated
      Certificates:  As specified in the Preliminary
      Statement.

     

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


     

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

     

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

     

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

     

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

     

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

     

    Substitute
      Mortgage Loan:  A Mortgage Loan substituted by the applicable
      Seller for a Deleted Mortgage Loan which must, on the date of such substitution,
      as confirmed in a Request for Release, substantially in the form of
      Exhibit M, (i) have a Stated Principal Balance, after deduction of the
      principal portion of the Scheduled Payment due in the month of substitution,
      not
      in excess of, and not more than 10% less than the Stated Principal Balance
      of
      the Deleted Mortgage Loan; (ii) be accruing interest at a rate no lower
      than and not more than 1% per annum higher than, that of the Deleted Mortgage
      Loan; (iii) have a Loan-to-Value Ratio no higher than that of the Deleted
      Mortgage Loan; (iv) have a remaining term to maturity no greater than (and
      not more than one year less than that of) the Deleted Mortgage Loan; (v) have
      a
      Maximum Mortgage Rate no lower than and not more than 1% per annum higher than,
      that of the Deleted Mortgage Loan; (vi) have a Minimum Mortgage Rate specified
      in its related mortgage note not more than 1% per annum higher or lower than
      the
      Minimum Mortgage Rate of the Deleted Mortgage Loan; (vii) have the same Mortgage
      Index and Mortgage Index reset period as the Deleted Mortgage Loan and a Gross
      Margin not more than 1% per annum higher or lower than that of the Deleted
      Mortgage Loan; (viii) not be a Cooperative Loan unless the Deleted Mortgage
      Loan was a Cooperative Loan; (ix) if applicable, have the same Maximum Negative
      Amortization, payment cap and recast provisions as the Deleted Mortgage Loan;
      and (x) comply with each representation and warranty set forth in
      Section 2.03.

     

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

     

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

     

    Supplemental
      Interest Trustee:  The Bank of New York, a New York banking
      corporation, not in its individual capacity, but solely in its capacity as
      trustee of the Supplemental Interest Trust for the benefit of the Holders of
      the
      Certificates and the Counterparty under this Agreement, and any successor
      thereto, and any corporation or national 

     

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

     

    banking
      association resulting from or surviving any consolidation or merger to which
      it
      or its successors may be a party and any successor trustee as may from time
      to
      time be serving as successor trustee hereunder.

     

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

     

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

     

    Terminator:  As
      defined in Section 9.01.

     

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

     

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

     

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

     

    Trust
      Fund:  The corpus of the trust created under this Agreement
      consisting of (i) the Mortgage Loans and all interest and principal received
      on
      or with respect thereto after the Cut-off Date to the extent not applied in
      computing the Cut-off Date Principal Balance of the Mortgage Loans; (ii) the
      Certificate Account, the Distribution Account and the Carryover Reserve Fund,
      and all amounts deposited therein pursuant to the applicable provisions of
      this
      Agreement; (iii) property that secured a Mortgage Loan and has been acquired
      by
      foreclosure, deed-in-lieu of foreclosure or otherwise; and (iv) all proceeds
      of
      the conversion, voluntary or involuntary, of any of the foregoing.

     

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

     

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

     

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

     

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

     

    Underwriters:
      As specified in the Preliminary Statement.

     

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

     

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

     

    Unpaid
      Certificate Insurance Premium:  With respect to any Distribution
      Date, any unpaid Certificate Insurance Premium for which the Certificate Insurer
      has not been reimbursed prior to such Distribution Date, and any interest
      thereon calculated at the Late Payment Rate from the Distribution Date on which
      such Certificate Insurance Premium should have been paid.

     

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

     

    Voting
      Rights:  The portion of the voting rights of all of the
      Certificates which is allocated to any Certificate.  As of any date of
      determination, (a) 1% of all Voting Rights shall be allocated to each Class
      of Notional Amount Certificates, if any (such Voting Rights to be allocated
      among the holders of Certificates of each such Class in accordance with their
      respective Percentage Interests), (b) 1% of all Voting Rights shall be allocated
      to each of the Class A-R, Class C, Class 1-P and Class 2-P Certificates, and
      (c)
      the remaining Voting Rights shall be allocated among Holders of the remaining
      Classes of Certificates in proportion to the Certificate Balances of their
      respective Certificates on such date.

     

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

     

    
      	
               

            	
              SECTION
                1.02.

            	
              Certain
                Interpretive Provisions.

            


    

     

    All
      terms
      defined in this Agreement shall have the defined meanings when used in any
      certificate, agreement or other document delivered pursuant hereto unless
      otherwise defined therein. For purposes of this Agreement and all such
      certificates and other documents, unless the context otherwise requires: (a)
      accounting terms not otherwise defined in this Agreement, and accounting terms
      partly defined in this Agreement to the extent not defined, shall have the
      respective meanings given to them under generally accepted accounting
      principles; (b) the words “hereof,” “herein” and “hereunder” and words of
      similar import refer to this Agreement (or the certificate, agreement or other
      document in which they are used) as a whole and not to any particular provision
      of this Agreement (or such certificate, agreement or document); (c) references
      to any Section, Schedule or Exhibit are references to Sections, Schedules and
      Exhibits in or to this Agreement, and references to any paragraph, subsection,
      clause or other subdivision within any Section or definition refer to such
      paragraph, subsection, clause or other subdivision of such Section or
      definition; (d) the term “including” means “including without limitation”; (e)
      references to any law or regulation refer to that law or regulation as amended
      from time to time and include any successor law or regulation; (f) references
      to
      any agreement refer to that 

     

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

     

    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.

     

    


    
      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

    

    


    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

     

     

    
      
        
        

      

      
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    (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, certified by Countrywide as being a true and complete copy of
      the
      Mortgage (or, in the case of a Mortgage for which the related Mortgaged Property
      is located in the Commonwealth of Puerto Rico, a true copy of the Mortgage
      certified as such by the applicable notary) and in the case of each MERS
      Mortgage Loan, the original Mortgage, 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 duplicate original of the lender’s title
      policy or a printout of the electronic equivalent and all riders thereto;
      and

     

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

     

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

     

    (B)           The
      executed Security Agreement;

     

    (C)           The
      executed Proprietary Lease;

     

    (D)           The
      executed Recognition Agreement;

     

     

    
      
        
        

      

      
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    (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, (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 the lender’s title policy (together with all riders
      thereto) satisfying the requirements of clause (ii), (iii) or (v) above,
      respectively, concurrently with the execution and delivery of this Agreement
      because such document or documents have not been returned from the applicable
      public recording office in the case of clause (ii) or (iii) above, or because
      the title policy has not been delivered to either the Master Servicer or the
      Depositor by the applicable title insurer in the case of clause (v) above,
      the
      Depositor shall promptly deliver to the Trustee, in the case of clause (ii)
      or
      (iii) above, such original Mortgage or a copy of such mortgage, with recording
      information, or such interim assignment or a copy of such assignment, with
      recording information, as the case may be, with evidence of recording indicated
      thereon upon receipt thereof from the public recording office, or a copy
      thereof, certified, if appropriate, by the relevant recording office, but in
      no
      event shall any such delivery of the original Mortgage and each such interim
      assignment or a copy thereof, certified, if appropriate, by the relevant
      recording office, be made later than one year following the Closing Date, or,
      in
      the case of clause (v) above, no later than 120 days following the Closing
      Date;
      provided, however, in the event the Depositor is unable to deliver by such
      date
      each Mortgage and each such interim assignment by reason of the fact that any
      such documents have not been returned by the appropriate recording office,
      or,
      in the case of each such interim assignment, because the related Mortgage has
      not been returned by the appropriate recording office, the Depositor shall
      deliver such documents to the Trustee as promptly as possible upon receipt
      thereof and, in any event, within 720 days following the Closing
      Date.  The Depositor shall forward or cause to be forwarded to the
      Trustee (a) from time to time additional original documents evidencing an
      assumption or modification of a Mortgage Loan and (b) any other documents
      required to be delivered by the Depositor or the Master Servicer to the
      Trustee.  In the event that the original Mortgage is not delivered and
      in connection with the payment in full of 

     

     

    
      
        
        

      

      
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    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-OA10, 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, Countrywide (on its own behalf and on behalf of Park Granada,
      Park
      Monaco and Park Sienna) shall either (i) deliver to the Depositor, or at
      the Depositor’s direction, to the Trustee or other designee of the Depositor the
      Mortgage File as required pursuant to this Section 2.01 for each Delay
      Delivery Mortgage Loan or (ii) either (A) substitute a Substitute
      Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase the
      Delay Delivery Mortgage Loan, which substitution or repurchase shall be
      accomplished in the manner and subject to the conditions set forth in
      Section 2.03 (treating each Delay Delivery Mortgage Loan as a Deleted
      Mortgage Loan for purposes of such Section 2.03); provided,
      however, that if Countrywide fails to deliver a Mortgage File for any Delay
      Delivery Mortgage Loan within the thirty (30)-day period provided in the prior
      sentence, Countrywide (on its own behalf and on behalf of Park Granada, Park
      Monaco and Park Sienna) shall use its best reasonable efforts to effect a
      substitution, rather than a repurchase of, such Deleted Mortgage Loan and
      provided further that the cure period provided for in Section 2.02 or in
      Section 2.03 shall not apply to the initial delivery of the Mortgage File
      for such Delay Delivery Mortgage Loan, but rather 

     

     

    
      
        
        

      

      
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    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 (47) 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 of the party so endorsing, as noteholder or
      assignee thereof, in and to that Mortgage Note or 

     

     

    
      
        
        

      

      
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    (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.

     

     

    
      
        
        

      

      
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    (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.

     

     

    
      
        
        

      

      
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    (c)           Upon
      discovery by any of the parties hereto of a breach of a representation or
      warranty with respect to a Mortgage Loan made pursuant to Section 2.03(a)
      that materially and adversely affects the interests of the Certificateholders
      in
      that Mortgage Loan, the party discovering such breach shall give prompt notice
      thereof to the other parties and the NIM Insurer.  Each Seller hereby
      covenants that within 90 days of the earlier of its discovery or its receipt
      of
      written notice from any party of a breach of any representation or warranty
      with
      respect to a Mortgage Loan sold by it pursuant to Section 2.03(a) that
      materially and adversely affects the interests of the Certificateholders in
      that
      Mortgage Loan, it shall cure such breach in all material respects, and if such
      breach is not so cured, shall, (i) if such 90-day period expires prior to
      the second anniversary of the Closing Date, remove such Mortgage Loan (a
“Deleted Mortgage Loan”) from the Trust Fund and
      substitute in its place a Substitute Mortgage Loan, in the manner and subject
      to
      the conditions set forth in this Section; or (ii) repurchase the affected
      Mortgage Loan or Mortgage Loans from the Trustee at the Purchase Price in the
      manner set forth below; provided, however, that any such
      substitution pursuant to (i) above shall not be effected prior to the delivery
      to the Trustee of the Opinion of Counsel required by Section 2.05, if any,
      and any such substitution pursuant to (i) above shall not be effected prior
      to
      the additional delivery to the Trustee of a Request for Release substantially
      in
      the form of Exhibit N and the Mortgage File for any such Substitute
      Mortgage Loan.  The Seller repurchasing a Mortgage Loan pursuant to
      this Section 2.03(c) shall promptly reimburse the Master Servicer and the
      Trustee for any expenses reasonably incurred by the Master Servicer or the
      Trustee in respect of enforcing the remedies for such breach.  With
      respect to the representations and warranties described in this
      Section which are made to the best of a Seller’s knowledge, if it is
      discovered by either the Depositor, a Seller or the Trustee that the substance
      of such representation and warranty is inaccurate and such inaccuracy materially
      and adversely affects the value of the related Mortgage Loan or the interests
      of
      the Certificateholders therein, notwithstanding that Seller’s lack of knowledge
      with respect to the substance of such representation or warranty, such
      inaccuracy shall be deemed a breach of the applicable representation or
      warranty.  Any breach of a representation set forth in clauses (45)
      through (64) of Schedule III-A with respect to a Mortgage Loan in Loan Group
      1
      shall be deemed to materially and adversely affect the
      Certificateholders.

     

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

     

     

    
      
        
        

      

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

     

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

     

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

     

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

     

    
      
        	
                 

              	
                
                  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 

     

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

     

     

    that
      as
      of the Closing Date, and following the transfer of the Mortgage Loans to it
      by
      each Seller, the Depositor had good title to the Mortgage Loans and the Mortgage
      Notes were subject to no offsets, defenses or counterclaims.

     

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


     

     

    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    

     

     

    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.

    
       

      
        	
                 

              	
                
                  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.

     

    


    
      
        
          
          

        

        
          51

          
            

          

        

        
          
          

        

      

    

    


    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.

     

     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    

     

     

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

    
       

      
        	
                 

              	
                
                  SECTION
                    3.02.

                

              	
                
                  Subservicing;
                    Enforcement of the Obligations of
                    Servicers.

                

              


      

       

    

    (a)           The
      Master Servicer may arrange for the subservicing of any Mortgage Loan by a
      Subservicer pursuant to a subservicing agreement; provided,
however, that such subservicing arrangement and the terms of the related
      subservicing agreement must provide for the servicing of such Mortgage Loans
      in
      a manner consistent with the servicing arrangements contemplated under this
      Agreement; provided, however, that the NIM Insurer shall have consented to
      such
      subservicing agreements (which consent shall not be unreasonably
      withheld).  Unless the context otherwise requires, references in this
      Agreement to actions taken or to be taken by the Master Servicer in servicing
      the Mortgage Loans include actions taken or to be taken by a Subservicer on
      behalf of the Master Servicer.  Notwithstanding the provisions of any
      subservicing agreement, any of the provisions of this Agreement relating to
      agreements or arrangements between the Master Servicer and a Subservicer or
      reference to actions taken through a Subservicer or otherwise, the Master
      Servicer shall remain obligated and liable to the Depositor, the Trustee, the
      Certificate Insurer 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


     

     

    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    

     

     

    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; Supplemental
                    Interest
                    Trust and Corridor Contract Reserve
                    Fund.

                

              


      

       

    

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

     

     

    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    

     

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (vi)        all
      Substitution Adjustment Amounts;

     

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

     

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

     

     

    
      
        
        

      

      
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    In
      addition, with respect to any Mortgage Loan that is subject to a buydown
      agreement, on each Due Date for such Mortgage Loan, in addition to the monthly
      payment remitted by the Mortgagor, the Master Servicer shall cause funds to
      be
      deposited into the Certificate Account in an amount required to cause an amount
      of interest to be paid with respect to such Mortgage Loan equal to the amount
      of
      interest that has accrued on such Mortgage Loan from the preceding Due Date
      at
      the Mortgage Rate net of the related Master Servicing Fee.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
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    incur
      liability for withdrawals from the Distribution Account at the direction of
      the
      Master Servicer.

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
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    withdrawn
      as provided in Section 3.08.  Any losses incurred in the Carryover
      Reserve Fund in respect of any such investments shall be charged against amounts
      on deposit in the Carryover Reserve Fund (or such investments) immediately
      as
      realized.  The Trustee shall not be liable for the amount of any loss
      incurred in respect of any investment or lack of investment of funds held in
      the
      Carryover Reserve Fund and made in accordance with this Section
      3.05.  The Carryover Reserve Fund will not constitute an asset of any
      REMIC created hereunder.  The Class C Certificates shall evidence
      ownership of the Carryover Reserve Fund for federal tax purposes.

     

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

     

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

     

    On
      each
      Distribution Date, the Supplemental Interest Trustee shall deposit into the
      Corridor Contract Reserve Fund all amounts, if any, received in respect of
      the
      Corridor Contracts for the related Interest Accrual Period. The Supplemental
      Interest Trustee shall make withdrawals from the Corridor Contract Reserve
      Fund
      to make distributions pursuant to Section 4.02(c) exclusively (other than as
      expressly provided for in Section 3.08).  Notwithstanding anything to
      the contrary in this Agreement, the Supplemental Interest Trustee shall be
      allowed to transfer funds in the Corridor Contract Reserve Fund to the Trustee
      to facilitate, for administrative purposes, distribution of such funds to
      Certificateholders through the Distribution Account.

     

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

     

     

     

    
      
        
        

      

      
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                  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.

                

              


      

       

    

    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.

     

     

     

    
      
        
        

      

      
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                  SECTION
                    3.08.

                

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

                

              


      

       

    

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

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

     

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

     

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

     

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

    
       

      
        	
                 

              	
                
                  SECTION
                    3.09.

                

              	
                
                  Maintenance
                    of Hazard Insurance; Maintenance of Primary Insurance
                    Policies.

                

              


      

       

    

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

     

     

    
      
        
        

      

      
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    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 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 

     

     

    
      
        
        

      

      
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    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.

                

              


      

       

    

    (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 

     

     

    
      
        
        

      

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

     

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

     

     

    
      
        
        

      

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

     

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

     

    The
      decision of the Master Servicer to foreclose on a defaulted Mortgage Loan shall
      be subject to a determination by the Master Servicer that the proceeds of such
      foreclosure would exceed the costs and expenses of bringing such a
      proceeding.  The income earned from the management of any REO
      Properties, net of reimbursement to the Master Servicer for expenses incurred
      (including any property or other taxes) in connection with such management
      and
      net of unreimbursed Master Servicing Fees, Advances and Servicing Advances,
      shall be applied to the payment of principal of and interest on the related
      defaulted Mortgage Loans (with interest accruing as though such Mortgage Loans
      were still current) and all such income shall be deemed, for all purposes in
      this Agreement, to be payments on account of principal and interest on the
      related Mortgage Notes and shall be deposited into the Certificate
      Account.  To the extent the net income received during any calendar
      month is in excess of the amount attributable to amortizing principal and
      accrued interest at the related Mortgage Rate on the related Mortgage Loan
      for
      such calendar month, such excess shall be considered to be a partial prepayment
      of principal of the related Mortgage Loan.

     

    The
      proceeds from any liquidation of a Mortgage Loan, as well as any income from
      an
      REO Property, will be applied in the following order of priority: first, to
      reimburse the Master Servicer for any related unreimbursed Servicing Advances
      and Master Servicing Fees; second, to reimburse the Master Servicer or the
      Trustee for any unreimbursed Advances; third, to reimburse 

     

     

    
      
        
        

      

      
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    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
      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.

     

     

    
      
        
        

      

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

    
       

      
        	
                 

              	
                
                  SECTION
                    3.12.

                

              	
                
                  Trustee
                    to Cooperate; Release of Mortgage
                    Files.

                

              


      

       

    

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

     

     

    
      
        
        

      

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

     

     

    
      
        
        

      

      
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    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.

     

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

    
       

      
        	
                 

              	
                
                  SECTION
                    3.16.

                

              	
                
                  Annual
                    Statement as to
                    Compliance.

                

              


      

       

    

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

     

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

     

     

    
      
        
        

      

      
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    officer’s
      knowledge, based on such review, such Subservicer has fulfilled all its
      obligations under the applicable Subservicing Agreement or primary servicing
      agreement, in all material respects throughout such year (or applicable portion
      thereof), or, if there has been a failure to fulfill any such obligation in
      any
      material respect, specifying each such failure known to such officer and the
      nature and status thereof.

     

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

    
       

      
        	
                 

              	
                
                  SECTION
                    3.17.

                

              	
                
                  Errors
                    and Omissions Insurance; Fidelity
                    Bonds.

                

              


      

       

    

    The
      Master Servicer shall for so long as it acts as master servicer under this
      Agreement, obtain and maintain in force (a) a policy or policies of
      insurance covering errors and omissions in the performance of its obligations
      as
      Master Servicer hereunder and (b) a fidelity bond in respect of its
      officers, employees and agents.  Each such policy or policies and bond
      shall, together, comply with the requirements from time to time of FNMA or
      FHLMC
      for persons performing servicing for mortgage loans purchased by FNMA or
      FHLMC.  In the event that any such policy or bond ceases to be in
      effect, the Master Servicer shall obtain a comparable replacement policy or
      bond
      from an insurer or issuer, meeting the requirements set forth above as of the
      date of such replacement.

    
       

      
        	
                 

              	
                
                  SECTION
                    3.18.

                

              	
                
                  Notification
                    of Adjustments.

                

              


      

       

    

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

    
       

      
        	
                 

              	
                
                  SECTION
                    3.19.

                

              	
                
                  Corridor
                    Contracts.

                

              


      

       

    

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

     

    Upon
      the
      Supplemental Interest Trustee obtaining actual knowledge of a Collateral Event
      (as defined in the ISDA Master Agreement), the Supplemental Interest Trustee
      shall (i) demand delivery of the Delivery Amount (as defined in the ISDA Master
      Agreement) from the Counterparty on each Valuation Date (as defined in the
      ISDA
      Master Agreement), if applicable, (ii) deliver to the Counterparty the Return
      Amount (as defined in the ISDA Master Agreement) 

     

     

    
      
        
        

      

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

     

    Upon
      the
      Supplemental Interest Trustee obtaining actual knowledge of an Event of Default
      or Termination Event (each as defined in the ISDA Master Agreement) for which
      the Supplemental Interest Trustee has the right to designate an Early
      Termination Date (as defined in the ISDA Master Agreement), the Supplemental
      Interest Trustee shall act at the written direction of Countrywide as to whether
      to designate an Early Termination Date; provided, however, that, following
      such
      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 the ISDA Master Agreement
      consistent with the terms hereof, (ii) Countrywide shall assist the Supplemental
      Interest Trustee in procuring replacement corridor contracts with terms that
      are
      substantially the same as those of the original Corridor Contracts and (iii)
      the
      Supplemental Interest Trustee shall request the Counterparty to assist in
      procuring replacement corridor contracts with terms that are substantially
      the
      same as those of the original Corridor Contracts.

     

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

     

    If
      the
      obligations of the Counterparty shall become guaranteed pursuant to the
      guarantee of any party (whether an affiliate of the 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 the Counterparty under a Corridor Contract in the event that
      the
      Counterparty fails to make timely payment or delivery of such
      amounts.

    
       

      
        	
                 

              	
                
                  SECTION
                    3.20.

                

              	
                
                  Prepayment
                    Charges.

                

              


      

       

    

     

    
      
        
        

      

      
        72

        
          

        

      

      
        
        

      

    

     

     

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

     

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

     

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

     

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

     

    


    
      
        
          
          

        

        
          73

          
            

          

        

        
          
          

        

      

    

    


    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.

     

     

    
      
        
        

      

      
        74

        
          

        

      

      
        
        

      

    

     

     

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

    
       

      
        	
                 

              	
                SECTION
                  4.02.

              	
                
                  Priorities
                    of Distribution.

                

              


      

      
         

      

    

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

     

    1.  to
      the Certificate Insurer, the Certificate Insurance Premium for such Distribution
      Date and any Unpaid Certificate Insurance Premium;

     

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

     

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

     

    4.  to
      the Certificate Insurer, any Interest Reimbursement Amount for such Distribution
      Date;

     

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

     

    6.
      a.  for each Distribution Date prior to the Stepdown Date or on which
      a Trigger Event is in effect, in the following order:

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        75

        
          

        

      

      
        
        

      

    

     

     

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

     

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

     

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

     

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

     

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

     

    6.
      b.  on each Distribution Date on or after the Stepdown Date so long as
      a Trigger Event is not in effect, in the following order:

     

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

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        76

        
          

        

      

      
        
        

      

    

     

     

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

     

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

     

    7.  to
      the Certificate Insurer, any Principal Reimbursement Amount for such
      Distribution Date;

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (b)           Distributions
      from the Carryover Reserve Fund.  To the extent that a Class of
      LIBOR Certificates receives interest in excess of the related Net Rate Cap,
      such
      interest shall be 

     

     

    
      
        
        

      

      
        77

        
          

        

      

      
        
        

      

    

     

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        78

        
          

        

      

      
        
        

      

    

     

     

    (d)           [Reserved].

     

    (e)           [Reserved].

     

    (f)           [Reserved].

     

    (g)           [Reserved].

     

    (h)           [Reserved].

     

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

     

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

     

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

     

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

    
       

      
        	
                 

              	
                
                  SECTION
                    4.03.

                

              	
                
                  [Reserved].

                

              


      

      
         

         

        
          
            
            

          

          
            79

            
              

            

          

          
            
            

          

        

         

         

        
          	
                   

                	
                  
                    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
      electronic delivery to each Rating Agency and the Certificate Insurer and make
      available to Certificateholders and the Counterparty on the Trustee’s website
      (http://www.bnyinvestorreporting.com) a statement generally setting forth the
      information contained in Exhibit U.

     

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

     

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

     

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

    
       

      
        	
                 

              	
                
                  SECTION
                    4.07.

                

              	
                
                  Determination
                    of Pass-Through Rates for COFI
                    Certificates.

                

              


      

       

    

    The
      Pass-Through Rate for each Class of COFI Certificates for each Interest Accrual
      Period after the initial Interest Accrual Period shall be determined by the
      Trustee as provided below on the basis of the Index and the applicable formulae
      appearing in footnotes corresponding to the COFI Certificates in the table
      relating to the Certificates in the Preliminary Statement.

     

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

     

    Except
      as
      provided below, the Index to be used in determining the respective Pass-Through
      Rates for the COFI Certificates for a particular Interest Accrual Period shall
      be COFI for the second calendar month preceding the Outside Reference Date
      for
      such Interest Accrual Period.  If at the Outside Reference Date for
      any Interest Accrual Period, COFI for the second calendar month preceding such
      Outside Reference Date has not been published, the Trustee shall 

     

     

    
      
        
        

      

      
        80

        
          

        

      

      
        
        

      

    

     

     

    use
      COFI
      for the third calendar month preceding such Outside Reference
      Date.  If COFI for neither the second nor third calendar months
      preceding any Outside Reference Date has been published on or before the related
      Outside Reference Date, the Index for such Interest Accrual Period and for
      all
      subsequent Interest Accrual Periods shall be the National Cost of Funds Index
      for the third calendar month preceding such Interest Accrual Period (or the
      fourth preceding calendar month if such National Cost of Funds Index for the
      third preceding calendar month has not been published by such Outside Reference
      Date).  In the event that the National Cost of Funds Index for neither
      the third nor fourth calendar months preceding an Interest Accrual Period has
      been published on or before the related Outside Reference Date, then for such
      Interest Accrual Period and for each succeeding Interest Accrual Period, the
      Index shall be LIBOR, determined in the manner set forth below.

     

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

     

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

     

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

    
       

      
        	
                 

              	
                
                  SECTION
                    4.08.

                

              	
                
                  Determination
                    of Pass-Through Rates for LIBOR
                    Certificates.

                

              


      

       

    

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

     

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

     

     

    
      
        
        

      

      
        81

        
          

        

      

      
        
        

      

    

     

     

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

     

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

     

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

     

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

     

    (c)           The
      Pass-Through Rate for each Class of LIBOR Certificates for each Interest Accrual
      Period shall be determined by the Trustee on each Interest Determination Date,
      so long as the LIBOR Certificates are outstanding, on the basis of LIBOR and
      formula appearing in the definition of Pass-Through Rate.

     

    In
      determining LIBOR, any Pass-Through Rate for the LIBOR Certificates, any
      Interest Settlement Rate, or any Reserve Interest Rate, the Trustee may
      conclusively rely and shall be protected in relying upon the offered quotations
      (whether written, oral or on the Dow Jones Markets) from the BBA designated
      banks, the Reference Banks or the New York City banks as to LIBOR, the Interest
      Settlement Rate or the Reserve Interest Rate, as appropriate, in effect


     

     

    
      
        
        

      

      
        82

        
          

        

      

      
        
        

      

    

     

     

    from
      time
      to time.  The Trustee shall not have any liability or responsibility
      to any Person for (i) the Trustee’s selection of New York City banks for
      purposes of determining any Reserve Interest Rate or (ii) its inability,
      following a good-faith reasonable effort, to obtain such quotations from, the
      BBA designated banks, the Reference Banks or the New York City banks or to
      determine such arithmetic mean, all as provided for in this Section
      4.08.

     

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

    
       

      
        	
                 

              	
                
                  SECTION
                    4.09.

                

              	
                
                  Determination
                    of MTA.

                

              


      

       

    

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

     

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

     

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

     

    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.

    
       

      
        	
                 

              	
                
                  SECTION
                    4.10.

                

              	
                
                  Policy
                    Matters.

                

              


      

       

    

    (a)           If
      the Deficiency Amount (other than any portion thereof representing a Preference
      Amount) for the Insured Certificates for a Distribution Date is more than zero
      (determined as of the close of business on the third Business Day before the
      Distribution Date), then the Trustee shall notify the Certificate Insurer by
      telephone or telecopy of the Insured Amount (other than any portion thereof
      representing a Preference Amount) for the Insured Certificates. The notice
      shall
      be confirmed to the Certificate Insurer in writing in the form of the Notice
      of
      Nonpayment and Demand for Payment of Insured Amounts in Exhibit A to the Policy,
      by 12:00 noon, New York City time, on the second Business Day before the
      Distribution Date. Following receipt by the Certificate Insurer of the notice
      in
      that form, the Certificate Insurer will pay any amount payable under the Policy
      (other than any portion thereof representing a claim for 

     

     

    
      
        
        

      

      
        83

        
          

        

      

      
        
        

      

    

     

     

    a
      Preference Amount) no later than 2:00 p.m., New York City time, on the later
      to
      occur of (i) the second Business Day following Receipt of such notice and (ii)
      the Distribution Date to which the deficiency relates.  The Policy
      will not cover any Net Rate Carryover, any shortfalls attributable to the
      application of the Net Rate Cap, any shortfalls resulting from the application
      of the Relief Act, any shortfalls due to prepayments on the Mortgage Loans,
      any
      shortfalls resulting from Deferred Interest or any shortfalls attributed to
      taxes, withholding or other charges imposed by any governmental authority
      (including interest and penalties in respect of such liabilities) on the Insured
      Certificates on any Distribution Date.

     

    (b)           The
      Trustee shall establish the “Policy Payments Account” for the benefit of the
      Holders of the Insured Certificates and the Certificate Insurer and over which
      the Trustee shall have exclusive control and sole right of
      withdrawal.  The Trustee shall deposit upon receipt any amount paid
      under the Policy in the Policy Payments Account and distribute the amount only
      to pay Holders of the Insured Certificates the Insured Amount for the Insured
      Certificates for which a claim was made. No payments under the Policy may be
      used to pay any costs, expenses, or liabilities of the Master Servicer, the
      Trustee, or the Trust (other than payments of principal and interest on the
      Insured Certificates). Amounts paid under the Policy shall be transferred to
      the
      Distribution Account in accordance with the next paragraph and disbursed by
      the
      Trustee to Holders of the Insured Certificates in accordance with Section 4.02.
      Payments from draws on the Policy need not be made by checks or wire transfers
      separate from the checks or wire transfers used to pay other funds paid to
      Holders of the Insured Certificates on the Distribution Date. The portion of
      any
      payment of principal of or interest on the Insured Certificates paid from funds
      transferred from the Policy Payments Account, however, shall be noted in the
      statement to be furnished to Holders pursuant to Section 4.06.  Funds
      held in the Policy Payments Account shall not be invested.

     

    On
      any
      Distribution Date (or the day on which a payment on the Policy is received,
      if
      later) for which a claim has been made under the Policy, the amount of any
      funds
      received by the Trustee as a result of any claim under the Policy, to the extent
      required to pay the Deficiency Amount on the Insured Certificates on the
      Distribution Date, shall be withdrawn from the Policy Payments Account and
      deposited in the Distribution Account and applied by the Trustee, together
      with
      the other funds to be paid from the Distribution Account pursuant to Section
      4.02, directly to the payment in full of the Deficiency Amount due on the
      Insured Certificates.  Funds received by the Trustee as a result of
      any claim under the Policy shall be used solely for payment to the Holders
      of
      the Insured Certificates and may not be applied for any other purpose,
      including, without limitation, satisfaction of any costs, expenses or
      liabilities of the Trustee, the Master Servicer or the Trust
      Fund.  Any funds remaining in the Policy Payments Account on the first
      Business Day following the later of the Distribution Date and the Business
      Day
      after the day on which a payment on the Policy has been paid to the Holders
      of
      the Insured Certificates shall be remitted to the Certificate Insurer, pursuant
      to the instructions of the Certificate Insurer, by the end of the Business
      Day.

     

    (c)           The
      Trustee shall keep complete and accurate records in respect of (i) all funds
      remitted to it by the Certificate Insurer and deposited into the Policy Payments
      Account and (ii) the allocation of such funds to (A) payments of interest on
      and
      principal in respect of any Insured Certificates, (B) Realized Losses allocated
      to the Insured Certificates and (C) the amount of funds available to make
      distributions on the Insured Certificates pursuant to Section 4.02. The
      Certificate Insurer shall have the right to inspect such records at reasonable
      times during normal 

     

     

    
      
        
        

      

      
        84

        
          

        

      

      
        
        

      

    

     

     

    business
      hours upon three Business Days’ prior notice to the Trustee.  Any
      Deficiency Amounts distributed by the Trustee from proceeds of the Policy shall
      be considered payment by the Certificate Insurer and not by the Trust Fund
      with
      respect to the Insured Certificates and the Certificate Insurer will be entitled
      to receive the related Reimbursement Amount as provided in Section
      4.02.

     

    (d)           The
      Trustee acknowledges, and each Holder of an Insured Certificate by its
      acceptance of the Insured Certificate agrees, that, without the need for any
      further action on the part of the Certificate Insurer or the Trustee, to the
      extent the Certificate Insurer makes payments, directly or indirectly, on
      account of principal of or interest on any Insured Certificates, the Certificate
      Insurer will be fully subrogated to the rights of the Holders of such Insured
      Certificates to receive such principal and interest from the Trust
      Fund.  The Holders of the Insured Certificates, by acceptance of the
      Insured Certificates, assign their rights as Holders of the Insured Certificates
      to the extent of the Certificate Insurer’s interest with respect to amounts paid
      under the Policy.  Anything herein to the contrary notwithstanding,
      solely for purposes of determining the Certificate Insurer’s rights, as
      applicable, as subrogee for payments distributable pursuant to Section 4.02,
      any
      payment with respect to distributions to the Insured Certificates which is
      made
      with funds received pursuant to the terms of the Policy, shall not be considered
      payment of the Insured Certificates from the Trust Fund and shall not result
      in
      the distribution or the provision for the distribution in reduction of the
      Class
      Certificate Balance of the Insured Certificates within the meaning of Article
      IV.

     

    (e)           The
      Trustee shall promptly notify the Certificate Insurer of any Preference Claim
      (as defined in Section 4.10(g) below). The Certificate Insurer shall pay such
      Preference Claim in the manner provided in the Policy.  Each Holder of
      an Insured Certificate by its purchase of such Certificate, the Master Servicer,
      and the Trustee agree that the Certificate Insurer may at any time during the
      continuation of any proceeding relating to a Preference Claim direct all matters
      relating to a Preference Claim, including the direction of any appeal of any
      order relating to a claim for a Preference Claim and the posting of any surety,
      supersedeas, or performance bond pending any appeal. In addition and without
      limiting the foregoing, the Certificate Insurer shall be subrogated to the
      rights of the Master Servicer, the Trustee, and each Holder of an Insured
      Certificate in the conduct of any Preference Claim, including all rights of
      any
      party to an adversary proceeding action with respect to any court order issued
      in connection with any Preference Claim.

     

    (f)           Upon
      its becoming aware of the occurrence of an Event of Default, the Trustee shall
      promptly notify the Certificate Insurer of such Event of Default.

     

    (g)           The
      Trustee shall promptly notify the Certificate Insurer of either of the following
      as to which it has actual knowledge: (A) the commencement of any proceeding
      by
      or against the Depositor commenced under the Bankruptcy Code or any other
      applicable bankruptcy, insolvency, receivership, rehabilitation or similar
      law
      (an “Insolvency Proceeding”) and (B) the making of any claim in connection with
      any Insolvency Proceeding seeking the avoidance as a preferential transfer
      (a
“Preference Claim”) of any distribution made with respect to the Insured
      Certificates as to which it has actual knowledge.  Each Holder of a
      Insured Certificate, by its purchase of Insured Certificates, and the Trustee
      hereby agrees that the Certificate Insurer (so long as no Certificate Insurer
      Default exists) may at any time during the continuation of any proceeding
      relating to a Preference Claim direct all matters relating to such Preference
      Claim, 

     

     

    
      
        
        

      

      
        85

        
          

        

      

      
        
        

      

    

     

     

    including,
      without limitation, (i) the direction of any appeal of any order relating to
      any
      Preference Claim and (ii) the posting of any surety, supersedeas or performance
      bond pending any such appeal.  In addition and without limitation of
      the foregoing, the Certificate Insurer shall be subrogated to the rights of
      the
      Trustee and each Holder of a Insured Certificate in the conduct of any
      Preference Claim, including, without limitation, all rights of any party to
      an
      adversary proceeding action with respect to any court order issued in connection
      with any such Preference Claim.

     

    (h)           The
      Master Servicer shall designate a contact person who shall be available to
      the
      Certificate Insurer to provide reasonable access to information regarding the
      Mortgage Loans.  The initial contact person is to the attention of
      Secondary Marketing, which may be reached by telephone at
      818-225-3000.

     

    (i)           The
      Trustee shall surrender the Policy to the Certificate Insurer for cancellation
      upon the reduction of the Class Certificate Balance of the Insured Certificates
      to zero.

     

    (j)           The
      Trustee shall send to the Certificates Insurer the reports prepared pursuant
      to
      Sections 3.16 and 11.07 and the statements prepared pursuant to Section 4.06,
      as
      well as any other statements or communications sent to Holders of the Insured
      Certificates and/or the Rating Agencies, in each case at the same time such
      reports, statements and communications are otherwise sent; the Trustee shall
      also send to the Certificate Insurer any other reports or statements provided
      under this Agreement from the Master Servicer to the Trustee promptly after
      receipt by the Trustee.

     

    (k)           For
      so long as there is no continuing default by the Certificate Insurer under
      its
      obligations under the Policy (a “Certificate Insurer Default”), each Holder of
      an Insured Certificate agrees that the Certificate Insurer shall be treated
      by
      the Depositor, the Master Servicer and the Trustee as if the Certificate Insurer
      were the Holder of all of the Insured Certificates for the purpose (and solely
      for the purpose) of the giving of any consent, the making of any direction
      or
      the exercise of any voting or other control rights otherwise given to the
      Holders of the Insured Certificates hereunder.

     

    (l)           With
      respect to this Section 4.10, the terms “Receipt” and “Received” shall mean
      actual delivery to the Certificate Insurer and the fiscal agent, if any, if
      any,
      prior to 12:00 noon, New York City time, on a Business Day; delivery either
      on a
      day that is not a Business Day or after 12:00 noon, New York City time, shall
      be
      deemed to be Received on the next succeeding Business Day.  For
      purposes of this definition, “actual delivery” to the Insurer means (i) the
      delivery of the original Notice of Claim, notice or other applicable
      documentation to the Insurer at its address set forth in the Policy, or (ii)
      facsimile transmission of the original Notice of Claim, notice or other
      applicable documentation to the Insurer at its facsimile number set forth in
      the
      Policy.   If presentation is made by facsimile transmission, the
      Beneficiary, (i) promptly shall confirm transmission by telephone to the
      Certificate Insurer at its telephone number set forth in the Policy, and (ii)
      as
      soon as is reasonably practicable, shall deliver the original Notice of Claim,
      notice or other applicable documentation to the Certificate Insurer at its
      address set forth in the Policy, if any Notice of Claim, notice or other
      documentation actually delivered (or attempted to be delivered) under the Policy
      by the Beneficiary, is not in proper form or is not properly completed, executed
      or delivered, or otherwise is insufficient for the purpose of making a claim
      under the Policy, “Receipt” by the Certificate Insurer shall be deemed not to
      have occurred, and the Certificate Insurer promptly shall so advise the
      Beneficiary. In such case, the 

     

     

    
      
        
        

      

      
        86

        
          

        

      

      
        
        

      

    

     

     

    Beneficiary,
      may submit an amended Notice of Claim, notice or other documentation, as the
      case may be, to the Insurer.

     

    (m)           With
      respect to this Section 4.10,  “Business Day” shall mean any day other
      than (A) a Saturday or Sunday, or (B) any other day on which the New York Stock
      Exchange or the Federal Reserve is closed or on which banking institutions
      in
      the City of New York, the State of Maryland or the city in which the Corporate
      Trust Office of the trustee is located, are authorized or required by law,
      executive order or governmental decree to be closed.

     

    (n)           The
      ratings assigned to the Insured Certificates by the Rating Agencies will be
      without regard to the Policy.

     

    (o)           The
      Certificate Insurer is a third party beneficiary of this Agreement to the same
      extent as if it were a party to this Agreement for the purpose of enforcing
      any
      of the rights explicitly assigned to the Certificate Insurer under this
      Agreement.

     

    


     

    


    
      
        
          
          

        

        
          87

          
            

          

        

        
          
          

        

      

    

    


    ARTICLE
      V


    THE
      CERTIFICATES

    
       

      
        	
                 

              	
                
                  SECTION
                    5.01.

                

              	
                
                  The
                    Certificates.

                

              


      

       

    

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

     

    
      	
              Class

            	
              Minimum

              Denomination

            	
              Integral
                Multiples in

              Excess
                of Minimum

            	
              Original
                Class

              Certificate

              Balance/Notional

              Amount

            
	
              1-A-1

            	
              $25,000

            	
              $1,000

            	
              $        112,645,000

            
	
              1-A-2

            	
              $25,000

            	
              $1,000

            	
              $          75,097,000

            
	
              2-A-1

            	
              $25,000

            	
              $1,000

            	
              $        185,744,000

            
	
              2-A-2

            	
              $25,000

            	
              $1,000

            	
              $          92,872,000

            
	
              2-A-3

            	
              $25,000

            	
              $1,000

            	
              $          30,957,000

            
	
              X

            	
              $100,000

            	
              $1,000

            	
              $        276,634,820

            
	
              M-1

            	
              $25,000

            	
              $1,000

            	
              $          13,254,000

            
	
              M-2

            	
              $25,000

            	
              $1,000

            	
              $          10,493,000

            
	
              M-3

            	
              $25,000

            	
              $1,000

            	
              $           3,866,000

            
	
              M-4

            	
              $25,000

            	
              $1,000

            	
              $           3,037,000

            
	
              M-5

            	
              $25,000

            	
              $1,000

            	
              $           2,761,000

            
	
              M-6

            	
              $25,000

            	
              $1,000

            	
              $           2,761,000

            
	
              M-7

            	
              $25,000

            	
              $1,000

            	
              $           2,761,000

            
	
              M-8

            	
              $25,000

            	
              $1,000

            	
              $           1,933,000

            
	
              M-9

            	
              $25,000

            	
              $1,000

            	
              $           2,761,000

            
	
              M-10

            	
              $25,000

            	
              $1,000

            	
              $           8,560,000

            
	
              A-R

            	
              $99.95(1)

            	
              N/A

            	
              N/A

            
	
              C

            	
              N/A

            	
              N/A

            	
              $           2,763,312

            
	
              1-P

            	
              (2)

            	
              (2)

            	
              $100.00

            
	
              2-P

            	
              (2)

            	
              (2)

            	
              $100.00

            
	 	 	 	 


    

    
    

    


    
      	
              (1)

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

            


    

     

    
      	
              (2)

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

            


    

     

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

     

     

    
      
        
        

      

      
        88

        
          

        

      

      
        
        

      

    

     

     

    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 

     

     

    
      
        
        

      

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

     

    No
      transfer of an ERISA-Restricted Certificate shall be made unless the Trustee
      shall have received either (i) a representation from the transferee of such
      Certificate acceptable to and in form and substance satisfactory to the Trustee
      (in the event such Certificate is a Private Certificate, such requirement is
      satisfied only by the Trustee’s receipt of a representation letter from the
      transferee substantially in the form of Exhibit K or Exhibit L-1, or in the
      event such Certificate is a Residual Certificate, such requirement is satisfied
      only by the Trustee’s receipt of a representation letter from the transferee
      substantially in the form of Exhibit I), to the effect that (x) such transferee
      is not an employee benefit plan or arrangement subject to Section 406 of ERISA
      or a plan or arrangement subject to Section 4975 of the Code, nor a person
      acting on behalf of any such plan or arrangement or using the assets of any
      such
      plan or arrangement to effect such transfer or (y) in the case of a Certificate
      that is an ERISA-Restricted Certificate and that has been the subject of an
      ERISA-Qualifying Underwriting, a representation that the transferee is an
      insurance company which is purchasing such Certificates with funds contained
      in
      an “insurance company general account” (as such term is defined in Section V(e)
      of Prohibited Transaction Class Exemption 95-60 (“PTCE
      95-60”)) and that the purchase and holding of such Certificates
      satisfy the requirements for exemptive relief under Sections I and III of PTCE
      95-60 or (ii) in the case of any ERISA-Restricted Certificate presented for
      registration in the name of an employee benefit plan or arrangement subject
      to
      ERISA or a plan or arrangement subject to Section 4975 of the Code (or
      comparable provisions of any subsequent enactments), or a trustee or any other
      person acting on behalf of any such plan or arrangement, or using such plan’s or
      arrangement’s assets, an Opinion of Counsel satisfactory to the Trustee, which
      Opinion of 

     

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    (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
      

     

     

    
      
        
        

      

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

     

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

     

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

     

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

     

    The
      restrictions on Transfers of a Residual Certificate set forth in this
      Section 5.02(c) shall cease to apply (and the applicable portions of the
      legend on a Residual Certificate may be deleted) with respect to Transfers
      occurring after delivery to the Trustee of an Opinion of Counsel, which Opinion
      of Counsel shall not be an expense of the Trust Fund, the Trustee, the


     

     

    
      
        
        

      

      
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    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 Certificate Owners
      requesting the same.  Upon surrender to the Trustee of the related
      Class of 

     

     

    
      
        
        

      

      
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    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 (and the Certificate Insurer with respect to the Insured Certificates)
      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, the Trustee or the Certificate Insurer 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, the Certificate Insurer nor any agent
      of
      the Master Servicer, the NIM Insurer, the Trustee or the Certificate Insurer
      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, the Certificate Insurer or Master Servicer shall request such
      information in 

     

     

    
      
        
        

      

      
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    writing
      from the Trustee, then the Trustee shall, within ten Business Days after the
      receipt of such request, (x) provide the Depositor, the Certificate Insurer,
      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 Certificate
      Insurer, 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 and the Certificate Insurer of any change in such location
      of
      any such office or agency.

     

    


    
      
        
          
          

        

        
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    ARTICLE
      VI


    THE
      DEPOSITOR AND THE MASTER SERVICER

    
       

      
        	
                 

              	
                
                  SECTION
                    6.01.

                

              	
                
                  Respective
                    Liabilities of the Depositor and the Master
                    Servicer.

                

              


      

       

    

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

    
       

      
        	
                 

              	
                
                  SECTION
                    6.02.

                

              	
                
                  Merger
                    or Consolidation of the Depositor or the Master
                    Servicer.

                

              


      

       

    

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

     

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

     

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

    
       

      
        	
                 

              	
                
                  SECTION
                    6.03.

                

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

     

    


    
      
        
          
          

        

        
          97

          
            

          

        

        
          
          

        

      

    

    


    ARTICLE
      VII


    DEFAULT

    
       

      
        	
                 

              	
                
                  SECTION
                    7.01.

                

              	
                
                  Events
                    of Default.

                

              


      

       

    

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

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        98

        
          

        

      

      
        
        

      

    

     

     

    (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

     

    
      
        
        

      

      
        99

        
          

        

      

      
        
        

      

    

     

    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 (determined without regard to the
      Policy) 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 (determined without regard
      to
      the Policy) 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 

     

     

    
      
        
        

      

      
        100

        
          

        

      

      
        
        

      

    

     

     

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

     

    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, to
      the
      Certificate Insurer 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.

     

    


    
      
        
          
          

        

        
          101

          
            

          

        

        
          
          

        

      

    

    


    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 

     

     

    
      
        
        

      

      
        102

        
          

        

      

      
        
        

      

    

     

     

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

     

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

    
       

      
        	
                 

              	
                
                  SECTION
                    8.02.

                

              	
                
                  Certain
                    Matters Affecting the
                    Trustee.

                

              


      

       

    

    Except
      as
      otherwise provided in Section 8.01:

     

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

     

    (ii)         the
      Trustee may consult with counsel, financial advisers or accountants 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;

     

     

    
      
        
        

      

      
        103

        
          

        

      

      
        
        

      

    

     

     

    (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 

     

     

    
      
        
        

      

      
        104

        
          

        

      

      
        
        

      

    

     

     

    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 (determined without regard to the
      Policy) (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


     

     

    
      
        
        

      

      
        105

        
          

        

      

      
        
        

      

    

     

     

    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.

     

     

    
      
        
        

      

      
        106

        
          

        

      

      
        
        

      

    

     

     

    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 (determined without regard to the Policy) 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 and the Certificate
      Insurer, 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 

     

     

    
      
        
        

      

      
        107

        
          

        

      

      
        
        

      

    

     

     

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

     

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

     

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

     

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

     

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

     

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

     

    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,


     

     

    
      
        
        

      

      
        108

        
          

        

      

      
        
        

      

    

     

     

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

    
       

      
        	
                 

              	
                
                  SECTION
                    8.11.

                

              	
                Tax
                  Matters

              


      

       

    

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

     

     

    
      
        
        

      

      
        109

        
          

        

      

      
        
        

      

    

     

     

    relating
      to any such REMIC, including but not limited to the income, expenses, assets
      and
      liabilities thereof and the fair market value and adjusted basis of the assets
      determined at such intervals as may be required by the Code, as may be necessary
      to prepare the foregoing returns, schedules, statements or information; and
      (k)
      as and when necessary and appropriate, represent any such REMIC in any
      administrative or judicial proceedings relating to an examination or audit
      by
      any governmental taxing authority, request an administrative adjustment as
      to
      any taxable year of any such REMIC, enter into settlement agreements with any
      governmental taxing agency, extend any statute of limitations relating to any
      tax item of any such REMIC, and otherwise act on behalf of any such REMIC in
      relation to any tax matter or controversy involving it.

     

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

     

    In
      the
      event that any tax is imposed on “prohibited transactions” of any REMIC
      hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from
      foreclosure property” of such REMIC as defined in Section 860G(c) of the Code,
      on any contribution to any REMIC hereunder after the Startup Day pursuant to
      Section 860G(d) of the Code, or any other tax is imposed, including, without
      limitation, any minimum tax imposed upon any REMIC hereunder pursuant to
      Sections 23153 and 24874 of the California Revenue and Taxation Code, if not
      paid as otherwise provided for herein, such tax shall be paid by (i) the
      Trustee, if any such other tax arises out of or results from a breach by the
      Trustee of any of its obligations under this Agreement, (ii) the Master
      Servicer, in the case of any such minimum tax, or if such tax arises out of
      or
      results from a breach by the Master Servicer or a Seller of any of their
      obligations under this Agreement, (iii) any Seller, if any such tax arises
      out
      of or results from that Seller’s obligation to repurchase a Mortgage Loan
      pursuant to Section 2.02 or 2.03 or (iv) in all other cases, or in the event
      that the Trustee, the Master Servicer or any Seller fails to honor its
      obligations under the preceding clauses (i),(ii) or (iii), any such tax will
      be
      paid with amounts otherwise to be distributed to the Certificateholders, as
      provided in Section 3.08(b).

     

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

     

     

    
      
        
        

      

      
        110

        
          

        

      

      
        
        

      

    

     

     

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

    
       

      
        	
                 

              	
                
                  SECTION
                    8.12.

                

              	
                
                  Monitoring
                    of Significance
                    Percentage.

                

              


      

       

    

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

     

    


    
      
        
          
          

        

        
          111

          
            

          

        

        
          
          

        

      

    

    


    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 (47) on Schedule III-A, in all cases plus accrued and unpaid interest
      thereon at the applicable Adjusted Mortgage Rate, and (v) plus, if the
      Terminator is the NIM Insurer, any unreimbursed Servicing Advances, and the
      principal portion of any unreimbursed Advances, made on the Mortgage Loans
      prior
      to the exercise of such repurchase, and (b) the later of (i) the maturity or
      other liquidation (or any Advance with respect thereto) of the last Mortgage
      Loan remaining in the Trust Fund and the disposition of all REO Property and
      (ii) the distribution to the Certificateholders of all amounts required to
      be
      distributed to them pursuant to this Agreement, as applicable.  In no
      event shall the trusts created hereby continue beyond the earlier of (i) the
      expiration of 21 years from the death of the last survivor of the descendants
      of
      Joseph P. Kennedy, the late Ambassador of the United States to the Court of
      St.
      James’s, living on the date hereof and (ii) the Latest Possible Maturity
      Date.

     

    The
      right
      to purchase all Mortgage Loans and REO Properties by the Terminator pursuant
      to
      clause (a) of the immediately preceding paragraph shall be conditioned upon
      (1)
      the Pool Stated Principal Balance, at the time of any such repurchase, is less
      than or equal to ten percent (10%) of the Cut-off Date Pool Principal Balance
      and (2) unless the NIM Insurer otherwise consents, the purchase price for such
      Mortgage Loans and REO Properties shall result in a final distribution on any
      NIM Insurer guaranteed notes that is sufficient (x) to pay such notes in full
      and (y) to pay any amounts due and payable to the NIM Insurer pursuant to the
      indenture related to such notes.

     

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

     

    Notwithstanding
      the foregoing, the Master Servicer may purchase all Mortgage Loans and REO
      Properties in the Trust Fund only if either (a) any such purchase will not
      result in a draw upon the Policy or (b) the Master Servicer obtains the prior
      written consent of the Certificate Insurer.

     

     

    
      
        
        

      

      
        112

        
          

        

      

      
        
        

      

    

     

     

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

    
       

      
        	
                 

              	
                
                  SECTION
                    9.02.

                

              	
                
                  Final
                    Distribution on the
                    Certificates.

                

              


      

       

    

    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, the Certificate Insurer 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 and the Certificate Insurer 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 

     

     

    
      
        
        

      

      
        113

        
          

        

      

      
        
        

      

    

     

     

    responsibilities
      of the Depositor, each Seller, the Master Servicer and the Trustee hereunder
      in
      accordance with Article IX.

     

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

    
       

      
        	
                 

              	
                
                  SECTION
                    9.03.

                

              	
                
                  Additional
                    Termination Requirements.

                

              


      

      
         

      

    

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

     

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

     

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

     

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

     

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

     

    


    
      
        
          
          

        

        
          114

          
            

          

        

        
          
          

        

      

    

    


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

     

    This
      Agreement may also be amended from time to time by the Depositor, each Seller,
      the Master Servicer and the Trustee with the consent of the Holders of a
      Majority in Interest of each Class of Certificates in the applicable Certificate
      Group affected thereby for the purpose of adding any provisions to or changing
      in any manner or eliminating any of the provisions of this Agreement or of
      modifying in any manner the rights of the Holders of Certificates;
provided, however, that no such amendment shall (i) reduce in
      any manner the amount of, or delay the 

     

     

    
      
        
        

      

      
        115

        
          

        

      

      
        
        

      

    

     

     

    timing
      of, payments required to be distributed on any Certificate without the consent
      of the Holder of such Certificate, (ii) adversely affect in any material
      respect the interests of the Holders of any Class of Certificates in a manner
      other than as described in (i), without the consent of the Holders of
      Certificates of such Class evidencing, as to such Class, Percentage Interests
      aggregating 66-2/3%, (iii) reduce the aforesaid percentages of Certificates
      the Holders of which are required to consent to any such amendment, without
      the
      consent of the Holders of all such Certificates in the applicable Certificate
      Group then outstanding, or (iv) for so long as the Insured Certificates are
      outstanding, adversely affect in any material respect the rights and interest
      of
      the Certificate Insurer in any of the following provisions of this Agreement
      without its consent, which consent shall not be unreasonably withheld: (x)
      the
      definitions of “Certificate Insurance Premium”, “Deficiency Amount”, “Final
      Distribution Date”, “Insured Amount”, “Insured Certificates”, “Interest
      Reimbursement Amount,  “Late Payment Rate” and “Principal
      Reimbursement Amount” in Article I and (y) any amendment that would adversely
      affect the rights and interests explicitly granted to the Certificate Insurer
      in
      Sections 3.16(c), 4.02(a), 4.02(k), 4.06(a), 4.10, 5.03, 5.06, 7.03, 9.01,
      9.02,
      10.01 and 10.05.

     

    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 Certificate
      Insurer 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.

     

     

    
      
        
        

      

      
        116

        
          

        

      

      
        
        

      

    

     

     

    For
      the
      purpose of facilitating the recordation of this Agreement as in this Agreement
      provided and for other purposes, this Agreement may be executed simultaneously
      in any number of counterparts, each of which counterparts shall be deemed to
      be
      an original, and such counterparts shall constitute but one and the same
      instrument.

    
       

      
        	
                 

              	
                
                  SECTION
                    10.03.

                

              	
                
                  Governing
                    Law.

                

              


      

       

    

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

    
       

      
        	
                 

              	
                
                  SECTION
                    10.04.

                

              	
                
                  Intention
                    of Parties.

                

              


      

       

    

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

     

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

     

    (b)           The
      Depositor hereby represents that:

     

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

     

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

     

     

    
      
        
        

      

      
        117

        
          

        

      

      
        
        

      

    

     

     

    (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 (determined without regard to the Policy), 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 Certificate Insurer 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;

     

     

    
      
        
        

      

      
        118

        
          

        

      

      
        
        

      

    

     

     

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

     

    5.  The
      final payment to Certificateholders; and

     

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

     

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

     

    1.  Each
      report to Certificateholders described in Section 4.06;

     

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

     

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

     

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

     

    (b)           All
      directions, demands and notices under this Agreement shall be in writing and
      shall be deemed to have been duly given when delivered by first class mail,
      by
      courier or by facsimile transmission to (a) in the case of the Depositor, CWALT,
      Inc., 4500 Park Granada, Calabasas, California 91302, facsimile number: (818)
      225-4016, Attention: Josh Adler, (b) in the case of Countrywide, Countrywide
      Home Loans, Inc., 4500 Park Granada, Calabasas, California 91302, facsimile
      number:  (818) 225-4016, Attention: Josh Adler, or such other address
      as may be hereafter furnished to the Depositor and the Trustee by Countrywide
      in
      writing, (c) in the case of Park Granada, Park Granada LLC, c/o Countrywide
      Financial Corporation, 4500 Park Granada, Calabasas, California 91302, facsimile
      number: (818) 225-4016, Attention: Josh Adler or such other address as may
      be
      hereafter furnished to the Depositor and the Trustee by Park Granada in writing,
      (d) in the case of Park Monaco Inc., c/o Countrywide Financial Corporation,
      4500
      Park Granada, Calabasas, California 91302, facsimile number:  (818)
      225-4016, Attention: Josh Adler or such other address as may be hereafter
      furnished to the Depositor and the Trustee by Park Monaco in writing, (e) in
      the
      case of Park Sienna LLC, c/o Countrywide Financial Corporation, 4500 Park
      Granada, Calabasas, California 91302, facsimile number:  (818)
      225-4016, Attention: Josh Adler or such other address as may be hereafter
      furnished to the Depositor and the Trustee by Park Sienna in writing, (f) in
      the
      case of the Master Servicer, Countrywide Home Loans Servicing LP, 400
      Countrywide Way, Simi Valley, California 93065, facsimile number (805) 520-5623,
      Attention: Mark Wong, or such other address as may be hereafter furnished to
      the
      Depositor and the Trustee by the Master Servicer in writing, (g) in the case
      of
      the Trustee, The Bank of New York, 101 Barclay Street, Floor 4W, New York,
      New
      York 10286, facsimile number: (212) 815-3986, Attention: Mortgage-Backed
      Securities Group, CWALT, Inc. Series 2007-OA10, or such other address as the
      Trustee may hereafter furnish to the Depositor or Master Servicer, (h) in the
      case of the Counterparty, UBS AG, Stamford Branch, 677 Washington Boulevard,
      Stamford, Connecticut 06901, facsimile number: (201) 719-0680, Attention: Legal
      Affairs or such other address as may be hereafter furnished to the Depositor
      and
      the Trustee in writing, (i) in the case of the Certificate Insurer, Assured
      Guaranty 

     

     

    
      
        
        

      

      
        119

        
          

        

      

      
        
        

      

    

     

     

    Corp.,
      1325 Avenue of the Americas, New York, NY 10019, Attn: Risk Management
      Department, Re: CWALT Mortgage Pass-Through Certificates, Series 2007-OA10,
      Class 1-A-2, Class 2-A-2 and Class 2-A-3 Certificates; Policy No. D-2007-149,
      facsimile number: (212) 581-3268, or such other address as may be hereafter
      furnished to the Depositor or Master Servicer, and (j) in the case of the Rating
      Agencies, the address specified therefor in the definition corresponding to
      the
      name of such Rating Agency.  Notices to Certificateholders shall be
      deemed given when mailed, first class postage prepaid, to their respective
      addresses appearing in the Certificate Register.

    
       

      
        	
                 

              	
                
                  SECTION
                    10.06.

                

              	
                
                  Severability
                    of Provisions.

                

              


      

       

    

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

    
       

      
        	
                 

              	
                
                  SECTION
                    10.07.

                

              	
                
                  Assignment.

                

              


      

       

    

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

    
       

      
        	
                 

              	
                
                  SECTION
                    10.08.

                

              	
                
                  Limitation
                    on Rights of
                    Certificateholders.

                

              


      

       

    

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

     

    No
      Certificateholder shall have any right to vote (except as provided in this
      Agreement) or in any manner otherwise control the operation and management
      of
      the Trust Fund, or the 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 

     

     

    
      
        
        

      

      
        120

        
          

        

      

      
        
        

      

    

     

     

    such
      notice, request and offer of indemnity shall have neglected or refused to
      institute any such action, suit or proceeding; it being understood and intended,
      and being expressly covenanted by each Certificateholder with every other
      Certificateholder and the Trustee, that no one or more Holders of Certificates
      shall have any right in any manner whatever by virtue or by availing itself
      or
      themselves of any provisions of this Agreement to affect, disturb or prejudice
      the rights of the Holders of any other of the Certificates, or to obtain or
      seek
      to obtain priority over or preference to any other such Holder or to enforce
      any
      right under this Agreement, except in the manner provided in this Agreement
      and
      for the common benefit of all Certificateholders.  For the protection
      and enforcement of the provisions of this Section 10.08, each and every
      Certificateholder and the Trustee shall be entitled to such relief as can be
      given either at law or in equity.

    
       

      
        	
                 

              	
                
                  SECTION
                    10.09.

                

              	
                
                  Inspection
                    and Audit Rights.

                

              


      

       

    

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

    
       

      
        	
                 

              	
                
                  SECTION
                    10.10.

                

              	
                
                  Certificates
                    Nonassessable and Fully
                    Paid.

                

              


      

       

    

    It
      is the
      intention of the Depositor that Certificateholders shall not be personally
      liable for obligations of the Trust Fund, that the interests in the Trust Fund
      represented by the Certificates shall be nonassessable for any reason
      whatsoever, and that the Certificates, upon due 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

     

     

    
      
        
        

      

      
        121

        
          

        

      

      
        
        

      

    

     

     

    (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:

     

    (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).

     

    


     

    


    
      
        
          
          

        

        
          122

          
            

          

        

        
          
          

        

      

    

    


    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 

     

     

    
      
        
        

      

      
        123

        
          

        

      

      
        
        

      

    

     

     

    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 any Supplemental
      Transfer, Countrywide shall notify the Depositor and the Master Servicer, if
      any
      material pool characteristic of the actual asset pool at the time of issuance
      of
      the Certificates differs by 5% or more (other than as a result of the pool
      assets converting into cash in accordance with their terms) from the description
      of the asset pool in the Prospectus Supplement.

     

    
      
        	
                 

              	
                
                  SECTION
                    11.04.

                

              	
                
                  Form
                    10-K Filings.

                

              


      

       

    

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

     

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

     

     

    
      
        
        

      

      
        124

        
          

        

      

      
        
        

      

    

     

     

    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.

     

     

    
      
        
        

      

      
        125

        
          

        

      

      
        
        

      

    

     

    
       

      
        	
                 

              	
                
                  SECTION
                    11.07.

                

              	
                
                  Report
                    on Assessment of Compliance and
                    Attestation.

                

              


      

       

    

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

     

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

     

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

     

    (iii)                    The
      Master Servicer shall cause each Subservicer and each Reporting Subcontractor
      to
      deliver to the Depositor an assessment of compliance and accountant’s
      attestation as and when provided in paragraphs (a) and (b) of this Section
      11.07.

     

    (iv)          The
      Trustee shall cause each Reporting Subcontractor to deliver to the Depositor
      and
      the Master Servicer an assessment of compliance and accountant’s attestation as
      and when provided in paragraphs (a) and (b) of this Section.

     

    (v)          The
      Master Servicer and the Trustee shall execute (and the Master Servicer shall
      cause each Subservicer to execute, and the Master Servicer and the Trustee
      shall
      cause each Reporting Subcontractor to execute) a reliance certificate to enable
      the Certification Parties to rely upon each (i) annual compliance statement
      provided pursuant to Section 3.16, (ii) annual report on assessments of
      compliance with servicing criteria provided pursuant to this Section 11.07
      and
      (iii) accountant’s report provided pursuant to this Section 11.07 and shall
      include a certification that each such 

     

     

    
      
        
        

      

      
        126

        
          

        

      

      
        
        

      

    

     

     

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

     

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

     

    (c)           Each
      assessment of compliance provided by a Subservicer pursuant to Section
      11.07(a)(3) shall address each of the Servicing Criteria specified on a
      certification substantially in the form of Exhibit 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 

     

     

    
      
        
        

      

      
        127

        
          

        

      

      
        
        

      

    

     

     

    administrator)
      a written description (in form and substance satisfactory to the Depositor)
      of
      the role and function of each Subcontractor utilized by such Person (or in
      the
      case of the Master Servicer or any Subservicer), specifying (i) the identity
      of
      each such Subcontractor, (ii) which (if any) of such Subcontractors are
“participating in the servicing function” within the meaning of Item 1122 of
      Regulation AB, and (iii) which elements of the Servicing Criteria will be
      addressed in assessments of compliance provided by each Subcontractor identified
      pursuant to clause (ii) of this paragraph.

     

    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.

     

    


     

    *           *           *           *           *           *

     

    


    
      
        
          
          

        

        
          128

          
            

          

        

        
          
          

        

      

    

    


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

     

    
      	 	
              CWALT,
                INC.,

              as
                Depositor

               

              By:     
                /s/Kushal Bhakta            

                  Name:  Kushal
                Bhakta

                  Title:   First
                Vice President

               

              THE
                BANK OF NEW YORK,

              as
                Trustee

               

              By:     
                /s/ William J. Hermann         

                  Name: 
                William J. Hermann

                  Title: 
                Assistant Treasurer

               

              COUNTRYWIDE
                HOME LOANS, INC.,

              as
                a Seller

               

              
                By:     
                  /s/Kushal Bhakta            

                    Name:  Kushal
                  Bhakta

                    Title:   First
                  Vice President

              

               

              PARK
                GRANADA LLC,

              as
                a Seller

               

              
                By:     
                  /s/Kushal Bhakta            

                    Name:  Kushal
                  Bhakta

                    Title:   First
                  Vice President

              

               

              PARK
                MONACO INC.,

              as
                a Seller

               

              
                By:     
                  /s/Kushal Bhakta            

                    Name:  Kushal
                  Bhakta

                    Title:   First
                  Vice President

              

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	
              PARK
                SIENNA LLC,

              as
                a Seller

               

               
                
                By:     
                  /s/Kushal Bhakta            

                    Name:  Kushal
                  Bhakta

                    Title:   First
                  Vice President

              

               

              COUNTRYWIDE
                HOME LOANS SERVICING LP,

              as
                Master Servicer

               

              By:  COUNTRYWIDE
                GP, INC.

               

               
                
                By:     
                  /s/Kushal Bhakta            

                    Name:  Kushal
                  Bhakta

                    Title:   First
                  Vice President

              

               

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

               

              THE
                BANK OF NEW YORK, in its individual capacity

               

              By:  /s/
                Paul Connolly        

              Name:  Paul
                Connolly

              Title:  Vice
                President

            


    

    


     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULE
      I

     

    Mortgage
      Loan Schedule

     

    [Delivered
      at Closing to Trustee]

     

     

    
      
        
        

      

      
        S-I-1

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      II-A

     

    CWALT,
      Inc.

     

    Mortgage
      Pass-Through Certificates

     

    Series
      2007-OA10

     

    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-OA10

     

    Representations
      and Warranties of Park Granada

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        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-OA10

     

    Representations
      and Warranties of Park Monaco

     

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

     

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

     

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

     

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


     

     

    
      
        
        

      

      
        S-II-C-1

        
          

        

      

      
        
        

      

    

     

     

    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-OA10

     

    Representations
      and Warranties of Park Sienna

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        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-OA10

     

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

     

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

     

    (1)           The
      information set forth on the Mortgage Loan Schedule (excluding the information
      related to clauses (xii), (xxii) and (xxiii) of the definition of Mortgage
      Loan
      Schedule) with respect to each Mortgage Loan is true and correct in all material
      respects as of the Closing Date.

     

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

     

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

     

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

     

    (5)           [Reserved].

     

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

     

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

     

     

    
      
        
        

      

      
        S-III-A-1

        
          

        

      

      
        
        

      

    

     

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        S-III-A-2

        
          

        

      

      
        
        

      

    

     

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        S-III-A-3

        
          

        

      

      
        
        

      

    

     

     

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

     

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

     

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

     

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

     

    (27)         As
      of the Closing Date, approximately 90.93% and  87.75% of the Mortgage
      Loans in Loan Group 1 and Loan Group 2, respectively, by Cut-off Date Principal
      Balance of the applicable Loan Group and all of the Mortgage Loans in Sub-Loan
      Group X-1 and Sub-Loan Group X-2 provide for a Prepayment Charge.

     

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

     

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

     

     

    
      
        
        

      

      
        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.

     

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

     

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

     

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

     

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

     

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

     

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

     

    (46)         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


     

     

    
      
        
        

      

      
        S-III-A-6

        
          

        

      

      
        
        

      

    

     

     

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

     

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

     

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

     

    (49)         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.).

     

    (50)         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.).

     

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

     

    (52)         No
      Mortgage Loan originated on or after January 1, 2005 is a “High-Cost Home Loan”
as defined in the Indiana Home Loan Practices Act, effective January 1, 2005
      (Ind. Code Ann. Sections 24-9-1 through 24-9-9).

     

    (53)         All
      of the Mortgage Loans were originated in compliance with all applicable laws,
      including, but not limited to, all applicable anti-predatory and abusive lending
      laws.

     

    (54)         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-OA10

     

    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-OA10

     

    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-OA10

     

    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-OA10

     

    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-OA10

     

    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

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

     

    [FORM
      OF
      SENIOR CERTIFICATE]

     

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

     

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

     

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

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    
      Certificate
        No.                               :

       

      Cut-off
        Date                               
   :

       

      First
        Distribution
        Date           
      :

       

      Initial
        Certificate Balance

      of
        this
        Certificate

      (“Denomination”)                     
          
 :           $

       

      Initial
        Certificate Balance

      of
        all
        Certificates of

      this
        Class                                       
:           $

       

      CUSIP                                            
        :

       

      Interest
        Rate                                
  :

       

      Maturity
        Date                                
:

       
CWALT,
      INC.

    Mortgage
      Pass-Through Certificates, Series 200____-____

    Class
      [   ]

     

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

     

    CWALT,
      Inc., as Depositor

     

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

     

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

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    *               *              *

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

    
 

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

     

    Dated:  ____________,
      20__

    
      
         

        
          	 	 	 THE
                  BANK OF NEW YORK,
	 	 	 as
                  Trustee
	 	 	 
	 	 	 By
                  ______________________


        

      

       
Countersigned:

     

    By_______________________________

    Authorized
      Signatory of

    THE
      BANK
      OF NEW YORK,

    as
      Trustee

     

    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

     

    [FORM
      OF
      SUBORDINATED CERTIFICATE]

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        B-1

        
          

        

      

       

    

    
      
        Certificate
          No.                               :

         

        Cut-off
          Date                               
   :

         

        First
          Distribution
          Date           
      :

         

        Initial
          Certificate Balance

        of
          this
          Certificate

        (“Denomination”)                     
            
 :           $

         

        Initial
          Certificate Balance

        of
          all
          Certificates of

        this
          Class                                       
:           $

         

        CUSIP                                            
          :

         

        Interest
          Rate                                
  :

         

        Maturity
          Date                                
:

      

    

     

    CWALT,
      INC.

    Mortgage
      Pass-Through Certificates, Series 200____-____

    Class
      [  ]

     

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

     

    CWALT,
      Inc., as Depositor

     

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

     

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

     

    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    
      
        
        

      

      
        B-3

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    *           *          *

     

    
      
        
        

      

      
        B-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

     

    
      
        
        

      

      
        B-5

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      C-1

     

    [FORM
      OF
      RESIDUAL CERTIFICATE]

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        C-1-1

        
          

        

      

      
        
        

      

    

    
       

      Certificate
        No.                               :

       

      Cut-off
        Date                              
    :

       

      First
        Distribution
        Date              
   :

       

      Initial
        Certificate Balance

      of
        this
        Certificate

      (“Denomination”)                    
             :           $

       

      Initial
        Certificate Balance

      of
        all
        Certificates of

      this
        Class                                 
      :           $

       

      CUSIP                                       
             :

       

      Interest
        Rate                               
   :

       

      Maturity
        Date                           
     :

       

    

    CWALT,
      INC.

    Mortgage
      Pass-Through Certificates, Series 200____-____

    Class
      A-R

     

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

     

    CWALT,
      Inc., as Depositor

     

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

     

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

     

    
      
        
        

      

      
        C-1-2

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    
      
        
        

      

      
        C-1-3

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    *         *        *

     

    
      
        
        

      

      
        C-1-4

        
          

        

      

      
        
        

      

    

    
       

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

       

      Dated:  ____________,
        20__

       
        
          
            	 	 	 THE
                    BANK OF NEW YORK,
	 	 	 as
                    Trustee
	 	 	 
	 	 	 By
                    ______________________


          

        

         
Countersigned:

       

      By
        ___________________________

      Authorized
        Signatory of

      THE
        BANK
        OF NEW YORK,

          
                  as
        Trustee

       

      
        
          
          

        

        
          C-1-5

          
            

          

        

        
          
          

        

      

    

    
 

    EXHIBIT
      C-2

     

    [FORM
      OF
      CLASS P CERTIFICATE]

     

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

     

    THIS
      CLASS P CERTIFICATE IS SUBORDINATE TO THE OFFERED CERTIFICATES  TO THE
      EXTENT DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT REFERRED
      TO
      HEREIN.

     

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

     

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

     

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

     

    
      
        
        

      

      
        C-2-1

        
          

        

      

      
        
        

      

    

    
 

    Certificate
      No.                               :

     

    Initial
      Certificate Balance

    of
      this
      Certificate

    (“Denomination”)                          :           $

     

    Initial
      Certificate Balance

    of
      all
      Certificates of

    this
      Class                                        :           $

     

    CUSIP                                             :

     

    ISIN                                                 :

     

    Interest
      Rate                                   :

     

    Maturity
      Date                                 :

     

    CWALT,
      INC.

    Alternative
      Loan Trust 200____-____

    Mortgage
      Pass-Through Certificates, Series 200____-____

     

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

     

    CWALT,
      Inc., as Depositor

     

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

     

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

     

    
      
        
        

      

      
        C-2-2

        
          

        

      

      
        
        

      

    

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, the Business Day
      immediately following (the “Distribution Date”), commencing on the first
      Distribution Date specified above, to the Person in whose name this Certificate
      is registered at the close of business on the applicable Record Date in an
      amount equal to the product of the Percentage Interest evidenced by this
      Certificate and the amount required to be distributed to Holders of Class P
      Certificates on such Distribution Date pursuant to Section 4.02 of the
      Agreement.  The Record Date applicable to each Distribution Date is
      the last Business Day of the month immediately preceding such Distribution
      Date.

     

    Distributions
      on this Certificate shall be made by wire transfer of immediately available
      funds to the account of the Holder hereof at a bank or other entity having
      appropriate facilities therefor, if such Certificateholder shall have so
      notified the Trustee in writing at least five Business Days prior to the related
      Record Date and such Certificateholder shall hold 100% of a Class of Regular
      Certificates or of Certificates with an aggregate Initial Certificate Balance
      of
      $1,000,000 or more, or, if not, by check mailed by first class mail to the
      address of such Certificateholder appearing in the Certificate
      Register.  The final distribution on each Certificate will be made in
      like manner, but only upon presentment and surrender of such Certificate at
      the
      Corporate Trust Office or such other location specified in the notice to
      Certificateholders of such final distribution.

     

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

     

    
      
        
        

      

      
        C-2-3

        
          

        

      

      
        
        

      

    

     

    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-2-4

        
          

        

      

      
        
        

      

    

     

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

     

    Dated:  ____________,
      20__

    
      
         

        
          	 	
                  THE
                    BANK OF NEW YORK,

                  as
                    Trustee

                	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


        

      

       

      Countersigned:

       

      By
        ___________________________

      Authorized
        Signatory of

      THE
        BANK
        OF NEW YORK,

      asTrustee

       

      
        
          
          

        

        
          C-2-5

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      C-3

     

    [FORM
      OF
      CLASS C CERTIFICATE]

     

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

     

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

     

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

     

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

     

    NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
      TRANSFEREE DELIVERS TO THE TRUSTEE EITHER (A) A REPRESENTATION LETTER TO THE
      EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
      EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR A PLAN
      SUBJECT TO SECTION 4975 OF THE CODE NOR A PERSON ACTING ON BEHALF OF ANY SUCH
      PLAN OR ARRANGEMENT OR USING THE ASSETS OF THAT PLAN OR ARRANGEMENT TO EFFECT
      THAT TRANSFER, OR (B) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS
      OF
      THE AGREEMENT REFERRED TO HEREIN.  NOTWITHSTANDING ANYTHING ELSE TO
      THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF
      OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR A PLAN SUBJECT TO SECTION 4975
      OF THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS
      DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.

     

    
      
        
        

      

      
        C-3-1

        
          

        

      

      
        
        

      

    

    

      Certificate
        No.                               :

       

      Initial
        Certificate Balance

      of
        this
        Certificate

      (“Denomination”)                          :           $

       

      Initial
        Certificate Balance

      of
        all
        Certificates of

      this
        Class                                        :           $

       

      CUSIP                                             :

       

      ISIN                                                 :

       

      Interest
        Rate                                   :

       

      Maturity
        Date                                 :

       
CWALT,
      INC.

    Alternative
      Loan Trust 200____-____

    Mortgage
      Pass-Through Certificates, Series 200____-____

     

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

     

    CWALT,
      Inc., as Depositor

     

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

     

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

     

    
      
        
        

      

      
        C-3-2

        
          

        

      

      
        
        

      

    

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, the Business Day
      immediately following (the “Distribution Date”), commencing on the first
      Distribution Date specified above, to the Person in whose name this Certificate
      is registered at the close of business on the applicable Record Date in an
      amount equal to the product of the Percentage Interest evidenced by this
      Certificate and the amount required to be distributed to Holders of Class C
      Certificates on such Distribution Date pursuant to Section 4.02 of the
      Agreement.  The Record Date applicable to each Distribution Date is
      the last Business Day of the month immediately preceding such Distribution
      Date.

     

    Distributions
      on this Certificate shall be made by wire transfer of immediately available
      funds to the account of the Holder hereof at a bank or other entity having
      appropriate facilities therefor, if such Certificateholder shall have so
      notified the Trustee in writing at least five Business Days prior to the related
      Record Date and such Certificateholder shall hold 100% of a Class of Regular
      Certificates or of Certificates with an aggregate Initial Certificate Balance
      of
      $1,000,000 or more, or, if not, by check mailed by first class mail to the
      address of such Certificateholder appearing in the Certificate
      Register.  The final distribution on each Certificate will be made in
      like manner, but only upon presentment and surrender of such Certificate at
      the
      Corporate Trust Office or such other location specified in the notice to
      Certificateholders of such final distribution.

     

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

     

    
      
        
        

      

      
        C-3-3

        
          

        

      

      
        
        

      

    

     

    No
      transfer of a Class C Certificate shall be made unless the Trustee shall have
      received either (i) a representation from the transferee of such Certificate
      acceptable to and in form and substance satisfactory to the Trustee, to the
      effect that such transferee is not an employee benefit plan subject to section
      406 of ERISA or a plan subject to section 4975 of the Code, or a Person acting
      on behalf of any such plan or using the assets of any such plan, or (ii) in
      the
      case of any Class C Certificate presented for registration in the name of an
      employee benefit plan subject to ERISA, or a plan subject to section 4975 of
      the
      Code (or comparable provisions of any subsequent enactments), or a trustee
      of
      any such plan or any other person acting on behalf of or investing plan assets
      of any such plan, an Opinion of Counsel satisfactory to the Trustee to the
      effect that the purchase or holding of such Class C Certificate will not result
      in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code
      and will not subject the Trustee  to any obligation in addition to
      those expressly undertaken in the Agreement, which Opinion of Counsel shall
      not
      be an expense of the Trustee.  Notwithstanding anything else to the
      contrary herein, any purported transfer of a Class C Certificate to or on behalf
      of an employee benefit plan subject to section 406 of ERISA or a plan subject
      to
      section 4975 of the Code without the delivery to the Trustee of an Opinion
      of
      Counsel satisfactory to the Trustee  as described above shall be void
      and of no effect.

     

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

     

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

     

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

     

    *            *           *

     

    
      
        
        

      

      
        C-3-4

        
          

        

      

      
        
        

      

    

    
       

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

       

      Dated:  ____________,
        20__

      
        
           

          
            	 	
                    THE
                      BANK OF NEW YORK,

                    as
                      Trustee

                  	 
	 	 	 	 
	
                     

                  	
                    By:
                      

                  	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


          

        

         

        Countersigned:

         

        By
          ___________________________

        Authorized
          Signatory of

        THE
          BANK
          OF NEW YORK,

        asTrustee

      

    

     

    
      
        
        

      

      
        C-3-5

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      D

     

    [FORM
      OF
      NOTIONAL AMOUNT CERTIFICATE]

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    

    
       

      Certificate
        No.                               :

       

      Cut-off
        Date                                   :

       

      First
        Distribution
        Date                  :

       

      Initial
        Notional Amount

      of
        this
        Certificate

      (“Denomination”)                          :
                   $

       

      Initial
        Notional Amount

      of
        all
        Certificates

      of
        this
        Class                                   :
           $

       

      CUSIP                                             :

       

      Interest
        Rate                                   :           Interest
        Only

       

      Maturity
        Date                                 :

    

     

    CWALT,
      INC.

    Mortgage
      Pass-Through Certificates, Series 200____-____

    Class
      [  ]

     

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

     

    CWALT,
      Inc., as Depositor

     

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

     

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

     

    
      
        
        

      

      
        D-2

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    *       *       *

     

    
      
        
        

      

      
        D-3

        
          

        

      

      
        
        

      

    


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

     

    Dated:  ____________,
      20__

     

    
      
        
          	 	 	 THE
                  BANK OF NEW YORK,
	 	 	 as
                  Trustee
	 	 	 
	 	 	 By
                  ______________________


        

      

    

     

    Countersigned:

     

    By___________________________________________

    Authorized
      Signatory of

    THE
      BANK
      OF NEW YORK,

    as
      Trustee

     

    
      
        
        

      

      
        D-4

        
          

        

      

      
        
        

      

    


    EXHIBIT
      E

     

    [FORM
      OF]
      REVERSE OF CERTIFICATES

     

    CWALT,
      INC.

    Mortgage
      Pass-Through Certificates

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        E-2

        
          

        

      

      
        
        

      

    

    
      
         

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

           

          
            
              
              

            

            
              E-3

              
                

              

            

            
            

          

        

         

         

        ASSIGNMENT

         

         

        FOR
          VALUE
          RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
          ______________________________________________________________________

        ___________________________________________________________________________________________________________________________________________

        ___________________________________________________________________________________________________________________________________________

        (Please
          print or typewrite name and address including postal zip code of
          assignee)

         

        the
          Percentage Interest evidenced by the within Certificate and hereby authorizes
          the transfer of registration of such Percentage Interest to assignee on
          the
          Certificate Register of the Trust Fund.

         

        I
          (We)
          further direct the Trustee to issue a new Certificate of a like denomination
          and
          Class, to the above named assignee and deliver such Certificate to the
          following
          address:

         

        _______________________________________________________________________                                                                                                                     


         

        Dated:

         

                                                                              


        ________________________________

        Signature
          by or on behalf of
          assignor          


         

         

        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        Distributions
          shall be made, by wire transfer or otherwise, in immediately available
          funds
          to,  ___________________________________________________________

        ________________________________________________________________________________________________________________________________________,

        ________________________________________________________________________________________________________________________________________,

        for
          the account of
          __________________________________________________________________________________________________________________________,

        account
          number _______________________________________,
          or, if mailed by check, to
          ________________________________________________________________.

        Applicable
          statements should be mailed to
          _______________________________________________________________________________________________________,

        ________________________________________________________________________________________________________________________________________,

        ________________________________________________________________________________________________________________________________________

        ________________________________________________________________________________________________________________________________________.

                                                                                                                                                  


        This
          information is provided by
          _________________________________________________________________________________________________________,

        the
          assignee named above, or
          __________________________________________________________________________________________________________________,

        as
          its
          agent.

         

        


        
          
            
              
              

            

            
              E-4

              
                

              

            

            
              
              

            

          

        

      

       

      STATE
        OF                     
    )

                                                  )  ss.:

      COUNTY
        OF                     )

      
        
           

          On
            the
            _____day of ___________________, 20__ before me, a notary public in and
            for said
            State, personally appeared _____________________________________, known
            to me who, being by me duly sworn, did depose and say that he executed
            the
            foregoing instrument.

           

          
                                                                                  


            ___________________________________________

                        Notary
              Public

             

             

            [Notarial
              Seal]

            


            
              
                
                  
                  

                

                
                  E-5

                  
                    

                  

                

                
                  
                  

                

              

            

          

        

         

      

    

    EXHIBIT
      F

     

    [FORM
      OF]
      INITIAL CERTIFICATION OF TRUSTEE

    
       

      [date]

       

      [Depositor]

    

    
       

      [Master
        Servicer]

       

      [Countrywide]

      
         

        ___________________________

         

        ___________________________

        
 

      

    

    
      	
               

            	
              Re:

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

            


    

     

    Gentlemen:

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        F-1

        
          

        

      

      
        
        

      

    

     

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

    
       

      THE
        BANK
        OF NEW YORK,

          as
        Trustee

       

      By:________________________________                                                        

      Name:

      Title:

       

      
        
          
          

        

        
          F-2

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      G

     

    [FORM
      OF]
      DELAY DELIVERY CERTIFICATION


     

    [date]

     

    [Depositor]

     

    [Master
      Servicer]

     

    [Countrywide]

     

    _____________________

     

    _____________________

     

    
      	
               

            	
              Re:

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

            


    

    


    Gentlemen:

     

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

     

    
      	
               

            	
              (i)

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

            


    

     

    
      	
               

            	
              (ii)

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

            


    

     

    
      
        
        

      

      
        G-1

        
          

        

      

      
        
        

      

    

    
       

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


        	 	 	 


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


        	 	 	 


        	
                 

              	
                (v)

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

              


        	 	 	 


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


      

       

       

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

       

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

       

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

       

       

      
        
          
          

        

        
          G-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:

       

      
        
          
          

        

        
          G-3

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      H

     

    [FORM
      OF]
      FINAL CERTIFICATION OF TRUSTEE


     

    [date]

    
       

      [Depositor]

       

      [Master
        Servicer]

       

      [Countrywide]

      _____________________

      _____________________        

       

    

    
      	
               

            	
              Re:

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

            


    

     

    Gentlemen:

     

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

     

    
      	
               

            	
              (i)

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

            


    

     

    
      	
               

            	
              (ii)

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

            


    

     

    
      
        
        

      

      
        H-1

        
          

        

      

      
        
        

      

    

     

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


      	 	 	 


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


      	 	 	 


      	
               

            	
              (v)

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

            


      	 	 	 


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

 

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

     

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

     

    
      
        
        

      

      
        H-2

        
          

        

      

      
        
        

      

    

     

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

     

    
      
        
        

      

      
        H-3

        
          

        

      

      
        
        

      

    


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

     

    THE
      BANK
      OF NEW YORK,

      as
      Trustee

     

    By
      :  _________________________ 

    Name:

    Title:

     

    
      
        
        

      

      
        H-4

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      I

     

    [FORM
      OF]
      TRANSFER AFFIDAVIT

     

    CWALT,
      Inc.

    Mortgage
      Pass-Through Certificates

    Series
      200_-_

    
      
         

        STATE
          OF                                    
  )

                                   )
          ss.:

        COUNTY
          OF                                  )

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          I-1

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

      


      10.           The
        Transferee is aware that the Class A-R Certificates may be “noneconomic residual
        interests” within the meaning of Treasury Regulation Section 1.860E-1(c) and
        that the transferor of a noneconomic residual interest will remain liable
        for
        any taxes due with respect to the income on such residual interest, unless
        no
        significant purpose of the transfer was to impede the assessment or collection
        of tax.  In addition, as the Holder of a noneconomic residual
        interest, the Transferee may incur tax liabilities in excess of any cash
        flows
        generated by the interest and the Transferee hereby represents that it intends
        to pay taxes associated with holding the residual interest as they become
        due.

       

      
        
          
          

        

        
          I-2

          
            

          

        

        
          
          

        

      

       

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

      


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

      


      *           *           *

       

      
        
          
          

        

        
          I-3

          
            

          

        

        
          
          

        

      

       

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

       

      
        	 	 
	 	
                PRINT
                  NAME OF TRANSFEREE

                 

                 

                By:_______________________________

                Name:

                Title:

              


      

      


       

      [Corporate
        Seal]

       

      ATTEST:

       

      _____________________________

      [Assistant]
        Secretary

       

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

       

      Subscribed
        and sworn before me this      day of
         ,
        20  .

       

      
        	 	 
	 	
                NOTARY
                  PUBLIC

                 

                 

                My
                  Commission expires the

                ___
                  day of_________, 20__

              


      

      


      
        
          
          

        

        
          I-4

          
            

          

        

        
          
          

        

      


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

       

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

      
         

         

        CWMBS,
          INC.

         

         

        By:    __________________________________

            Name:

           Title:

        
          
            
            

          

          
            I-5

            
              

            

          

          
            
            

          

           

          EXHIBIT
            1
            to

        

      

    

    EXHIBIT
      I

     

    Certain
      Definitions

     

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

     

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

     

    
      
        
        

      

      
        I-6

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        I-7

        
          

        

      

      
        
        

      

       

    

    EXHIBIT
      2
      to

    EXHIBIT
      I

     

    Section
      5.02(c) of the Agreement

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        I-8

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    
      
        
        

      

      
        I-9

        
          

        

      

      
        
        

      

    

    
       

      EXHIBIT
        J-1

       

      [FORM
        OF]
        TRANSFEROR CERTIFICATE

      (RESIDUAL)

       

      _____________________

      Date

       

    

    CWALT,
      Inc.

    4500
      Park
      Granada

    Calabasas,
      California 91302

    Attention:  Josh
      Adler

     

    The
      Bank
      of New York

    101
      Barclay Street, Floor 4W

    New
      York,
      New York 10286

    


    Attention:         Mortgage-Backed
      Securities Group

    Series
      200_-_

    Re:  CWALT,
      Inc. Mortgage Pass-Through Certificates,

    Series
      200_-_,
      Class                                          

     

    Ladies
      and Gentlemen:

     

    In
      connection with our disposition of the above Certificates we certify that to
      the
      extent we are disposing of a Class A-R Certificate, we have no knowledge the
      Transferee is not a Permitted Transferee.

     

    Very
      truly yours,

     

     

                                                            


    __________________________________

    Print
      Name of Transferor

     

    By: _______________________________                                                                     

    Authorized
      Officer

     

    
      
        
        

      

      
        J-1-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      J-2

     

    [FORM
      OF]
      TRANSFEROR CERTIFICATE

    (PRIVATE)

     

    
      _____________________

      Date

    

     

    CWALT,
      Inc.

    4500
      Park
      Granada

    Calabasas,
      California 91302

    Attention:  Josh
      Adler

     

    The
      Bank
      of New York

    101
      Barclay Street, Floor 4W

    New
      York,
      New York 10286

    


    Attention:         Mortgage-Backed
      Securities Group

    Series
      200_-_

    Re:   CWALT,
      Inc. Mortgage Pass-Through Certificates,

    Series
      200_-_,
      Class                                          

     

    Ladies
      and Gentlemen:

     

    In
      connection with our disposition of the above Certificates we certify that (a)
      we
      understand that the Certificates have not been registered under the Securities
      Act of 1933, as amended (the “Act”), and are being disposed by us in a
      transaction that is exempt from the registration requirements of the Act, (b)
      we
      have not offered or sold any Certificates to, or solicited offers to buy any
      Certificates from, any person, or otherwise approached or negotiated with any
      person with respect thereto, in a manner that would be deemed, or taken any
      other action which would result in, a violation of Section 5 of the
      Act.

    
       

      Very
        truly yours,

       

       

                                                              


      __________________________________

      Print
        Name of Transferor

       

      By: _______________________________                                                                     

      Authorized
        Officer

       

       

      
        
          
          

        

        
          J-2-1

          
            

          

        

        
          
          

        

        
           

          EXHIBIT
            K

           

          [FORM
            OF]
            INVESTMENT LETTER (NON-RULE 144A)

          
             

            
              _____________________

              Date

               

            

          

        

         

        CWALT,
          Inc.

      

    

    4500
      Park
      Granada

    Calabasas,
      California 91302

    Attention:   Josh
      Adler

     

    The
      Bank
      of New York

    101
      Barclay Street, Floor 4W

    New
      York,
      New York 10286

    


    
      Attention:         Mortgage-Backed
        Securities Group

      Series
        200_-_

       

      Re:   CWALT,
        Inc. Mortgage Pass-Through Certificates,

      Series
        200_-_,
        Class                                          

       

    

    Ladies
      and Gentlemen:

     

    In
      connection with our acquisition of the above Certificates we certify that (a)
      we
      understand that the Certificates are not being registered under the Securities
      Act of 1933, as amended (the “Act”), or any state securities laws and are being
      transferred to us in a transaction that is exempt from the registration
      requirements of the Act and any such laws, (b) we are an “accredited investor,”
as defined in Regulation D under the Act, and have such knowledge and experience
      in financial and business matters that we are capable of evaluating the merits
      and risks of investments in the Certificates, (c) we have had the opportunity
      to
      ask questions of and receive answers from the Depositor concerning the purchase
      of the Certificates and all matters relating thereto or any additional
      information deemed necessary to our decision to purchase the Certificates,
      (d)
      either (i) we are not an employee benefit plan that is subject to the Employee
      Retirement Income Security Act of 1974, as amended (“ERISA”), or a plan or
      arrangement that is subject to Section 4975 of the Internal Revenue Code of
      1986, as amended, nor are we acting on behalf of or investing the assets of
      any
      such benefit plan or arrangement to effect such acquisition or (ii) if the
      Certificates have been the subject of an ERISA-Qualifying Underwriting and
      we
      are an insurance company, we are purchasing such Certificates with funds
      contained in an “insurance company general account” (as such term is defined in
      Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”)) and
      the purchase and holding of such Certificates satisfy the requirements for
      exemptive relief under Sections I and III of PTCE 95-60, (e) we are acquiring
      the Certificates for investment for our own account and not with a view to
      any
      distribution of such Certificates (but without prejudice to our right at all
      times to sell or otherwise dispose of the Certificates in accordance with clause
      (g) below), (f) we have not offered or sold any Certificates to, or solicited
      offers to buy any Certificates from, any person, or otherwise approached or
      negotiated with any person with respect thereto, or taken any other action
      which
      would result in a violation of Section 5 of the Act, and (g) we will not sell,
      transfer or otherwise dispose of any Certificates unless (1) such sale, transfer
      or other disposition is made pursuant to an effective registration statement
      under the Act or is exempt from such registration requirements, and if
      requested, we will at our expense provide an opinion of counsel satisfactory
      to
      the addressees of this Certificate that such sale, transfer or other disposition
      may be made pursuant to an exemption from the Act, (2) the purchaser or
      transferee of such 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.

    
      
         

        
          
            
            

          

          
            K-1

            
              

            

          

          
            
            

          

        

      

      Very
        truly yours,

       

                                                                    


      ____________________________________

      Print
        Name of Transferee

       

      By: _________________________________                                                      

      Authorized
        Officer

       

      
        
          
          

        

        
          K-2

          
            

          

        

        
          
          

        

      

      
        


        EXHIBIT
          L-1

         

        [FORM
          OF]
          RULE 144A LETTER

        
           

          
            _____________________

            Date

             

          

        

         

        CWALT,
          Inc.

      

    

    4500
      Park
      Granada

    Calabasas,
      California 91302

    Attention:   Josh
      Adler

     

    The
      Bank
      of New York

    101
      Barclay Street, Floor 4W

    New
      York,
      New York 10286

    
      
        


        
          Attention:         Mortgage-Backed
            Securities Group

          Series
            200_-_

           

          Re:   CWALT,
            Inc. Mortgage Pass-Through Certificates,

          Series
            200_-_,
            Class                                          

           

        
Ladies
        and Gentlemen:

    

     

    In
      connection with our acquisition of the above Certificates we certify that (a)
      we
      understand that the Certificates are not being registered under the Securities
      Act of 1933, as amended (the “Act”), or any state securities laws and are being
      transferred to us in a transaction that is exempt from the registration
      requirements of the Act and any such laws, (b) we have such knowledge and
      experience in financial and business matters that we are capable of evaluating
      the merits and risks of investments in the Certificates, (c) we have had the
      opportunity to ask questions of and receive answers from the Depositor
      concerning the purchase of the Certificates and all matters relating thereto
      or
      any additional information deemed necessary to our decision to purchase the
      Certificates, (d) either (i) we are not an employee benefit plan that is subject
      to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or
      a plan or arrangement that is subject to Section 4975 of the Internal Revenue
      Code of 1986, as amended, nor are we acting on behalf of or investing the assets
      of any such benefit plan or arrangement to effect such acquisition or (ii)
      if
      the Certificates have been the subject of an ERISA-Qualifying Underwriting
      and
      we are an insurance company, we are purchasing such Certificates with funds
      contained in an “insurance company general account” (as such term is defined in
      Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”)) and
      the purchase and holding of such Certificates satisfy the requirements for
      exemptive relief under Sections I and III of PTCE 95-60, (e) we have not, nor
      has anyone acting on our behalf offered, transferred, pledged, sold or otherwise
      disposed of the Certificates, any interest in the Certificates or any other
      similar security to, or solicited any offer to buy or accept a transfer, pledge
      or other disposition of the Certificates, any interest in the Certificates
      or
      any other similar security from, or otherwise approached or negotiated with
      respect to the Certificates, any interest in the Certificates or any other
      similar security with, any person in any manner, or made any general
      solicitation by means of general advertising or in any other manner, or taken
      any other action, that would constitute a distribution of the Certificates
      under
      the Securities Act or that would render the disposition of the Certificates
      a
      violation of Section 5 of the Securities Act or require registration pursuant
      thereto, nor will act, nor has authorized or will authorize any person to act,
      in such manner with respect to the Certificates, (f) we are a “qualified
      institutional buyer” as that term is defined in Rule 144A under the Securities
      Act and have completed either of the forms of certification to that effect
      attached hereto as Annex 1 or Annex 2.  We are aware that the sale to
      us is being made in reliance on Rule 144A.  We are acquiring the
      Certificates for our own account or 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.

    
       

      
        
          
          

        

        
          L-1-1

          
            

          

        

        
          
          

        

      

    

    
      
         

        Very
          truly yours,

         

                                                                      


        ____________________________________

        Print
          Name of Transferee

         

        By: _________________________________                                                      

        Authorized
          Officer

         

        
          
            
            

          

          
            L-1-2

            
              

            

          

          
            
            

          

        

        
           

        

      
ANNEX
      1 TO EXHIBIT L-1

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Transferees Other Than Registered Investment Companies]

     

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

     

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

     

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

     

    
      	
               

            	
              ___

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

            


    

     

    
      	
               

            	
              ___

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

            


    

     

    
      	
               

            	
              ___

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

            


    

     

    
      
        
        

      

      
        L-1-3

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              ___

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

            


    

     

    
      	
               

            	
              ___

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

            


    

     

    
      	
               

            	
              ___

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

            


    

     

    
      	
               

            	
              ___

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

            


    

     

    
      	
               

            	
              ___

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

            


    

     

    
      	
               

            	
              ___

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

            


    

     

    
      	
               

            	
              ___

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

            


    

     

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

     

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

     

    
      
        
        

      

      
        L-1-4

        
          

        

      

      
        
        

      

    

     

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

     

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

    
      
         

                       _________________________________________

                                  Print
          Name of Buyer

         

        By: ______________________________________                                                                     

        Name:

        Title:

         

        Date:  ____________________________________                                                                    

      

       

      
        
          
          

        

        
          L-1-5

          
            

          

        

        
          
          

        

      

       
ANNEX
      2 TO EXHIBIT L-1

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Transferees That are Registered Investment Companies]

     

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

     

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

     

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

     

    
      	
               

            	
              ___

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

            


    

     

    
      	
               

            	
              ___

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

            


    

     

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

     

    
      
        
        

      

      
        L-1-6

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

    
      
         

                                                                        


        ____________________________________

         Print
          Name of Buyer or
          Adviser

         

        By: _________________________________                                                               

        Name:

        Title:

         

        IF
          AN
          ADVISER:

         

                                                                        


        
          ____________________________________
Print
          Name of Buyer

         

        Date: ________________________________

      

       
                      

    
      
        
        

      

      
        L-1-7

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      L-2

     

    [FORM
      OF]
      ERISA LETTER (COVERED CERTIFICATES)

     

    
      
         

        
          _____________________

          Date

           

        

      
CWALT,
      Inc.

    4500
      Park
      Granada

    Calabasas,
      California 91302

    Attention:     Josh
      Adler

     

    The
      Bank
      of New York

    101
      Barclay Street, Floor 4W

    New
      York,
      New York 10286

    
      


      
        Attention:         Mortgage-Backed
          Securities Group

        Series
          200_-_

         

        Re:   CWALT,
          Inc. Mortgage Pass-Through Certificates,

        Series
          200_-_,
          Class                                          

         

      
Ladies
      and Gentlemen:

     

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

    
       

      
        
           

          Very
            truly yours,

           

                                                                        


          ____________________________________

          Print
            Name of Transferee

           

          By: _________________________________                                                      

          Authorized
            Officer

           

          
            
              
              

            

            
              L-2-1

              
                

              

            

            
              
              

            

             

          

        

      

    

    EXHIBIT
      M

     

    [FORM
      OF]
      REQUEST FOR RELEASE

    (for
      Trustee)

     

    CWALT,
      Inc.

    Mortgage
      Pass-Through Certificates

    Series
      200_-_

    
      
         

        
          	Loan
                  Information	 
	 	 
	
                  Name
                    of Mortgagor:

                	 
	 	 
	
                  Servicer
                    Loan No.:

                	 
	 	 
	
                  Trustee

                	 
	 	 
	
                  Name:

                	 
	 	 
	
                  Address:

                	 
	 	 
	 	 
	
                  Trustee

                	 
	
                  Mortgage
                    File No.:

                	 

                     

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

     

    
      	
              ( )

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

            


    

     

    
      	
              ( )

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

            


    

     

    
      
        
        

      

      
        M-1

        
          

        

      

      
        
        

      

    

     

    
      	
              ( )

            	
              Deed
                of Trust recorded on ______________________ as instrument no. ___________
                in the County Recorder’s Office of the County of
                __________________________, State of _____________________
                in book/reel/docket _________________________ of official records
                at page/image
                ____________________________.

            


    

     

    
      	
              ( )

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

            


    

     

    
      	
              ( )

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

            


    

    
      (   ) ___________________________________________________________________________                                                                                                                               

       

      (   ) ___________________________________________________________________________                                                                                                                               

       

      (   ) ___________________________________________________________________________                                                                                                                               

       

      (   ) ___________________________________________________________________________                                                                                                                               

       
The
      undersigned Master Servicer hereby acknowledges and agrees as
      follows:

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        M-2

        
          

        

      

      
        
        

      

    

    


     

    COUNTRYWIDE
      HOME LOANS
SERVICING
      LP

     

    By  _____________________________________                                                              

     

    Its  _____________________________________                                                              

     

    Date:_________________,
      20__

    
      
        
        

      

      
        M-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      N

     

    [FORM
      OF]
      REQUEST FOR RELEASE OF DOCUMENTS

    
       

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

       

    

    
      	
               

            	
              Re:

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

            	 


    

     

    Ladies
      and Gentlemen:

     

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

    
       

      FT
        Account
        #:                                                                                   Pool
        #:

       

      Mortgagor’s
        Name, Address and Zip Code:

       

      Mortgage
        Loan Number:

       

      Reason
        for Requesting Documents (check one)

       

    

    
      	
               

            	
              1.

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

            


    

     

    
      	
               

            	
              2.

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

            


    

     

    
      	
               

            	
              3.

            	
              Mortgage
                Loan in Foreclosure.

            


    

     

    
      	
               

            	
              4.

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

            


    

     

    
      	
               

            	
              5.

            	
              Other
                (explain):

            


    

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    COUNTRYWIDE
      HOME LOANS, INC.

    4500
      Park
      Granada

    Calabasas,
      California  91302

     

    By: _________________________________                                                             

    Name: _______________________________                                                             

    Title: ________________________________                                                             

    Date: ________________________________                                                             

     

    [COUNTRYWIDE
      HOME LOANS SERVICING LP]

     

    
      By: _________________________________                                                             

      Name: _______________________________                                                             

      Title: ________________________________                                                             

      Date: ________________________________                                                             

       
TRUSTEE
      CONSENT TO RELEASE AND

    ACKNOWLEDGEMENT
      OF RECEIPT

     

    
      By: _________________________________                                                             

      Name: _______________________________                                                             

      Title: ________________________________                                                             

      Date: ________________________________                                                             

       

      
        
          
          

        

        
          N-2

          
            

          

        

        
          
          

        

      

       

    

    EXHIBIT
      O

     

    [Reserved]

     

    
      
        
        

      

      
        O-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      P

     

    [Reserved]

     

    
      
        
        

      

      
        P-1

        
          

        

      

      
        
        



    

    EXHIBIT
      Q

    


    [RESERVED]

    


    
      
        
        

      

      
        Q-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      R-1

    


    [FORM
      OF]
      CORRIDOR CONTRACT 1

    


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

     

    
      
        
        

      

      
        R-1-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      R-2

    


    [FORM
      OF]
      CORRIDOR CONTRACT 2

    


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

     

    
      
        
        

      

      
        R-2-1

        
          

        

      

      
        
        

      

    

    
 

    EXHIBIT
      S-1

    


    [Reserved]

     

    
      
        
        

      

      
        S-1-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      S-2

    


    [Reserved]

     

     

    
      
        
        

      

      
        S-2-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      T

     

    [FORM
      OF]
      OFFICER’S CERTIFICATE WITH RESPECT TO PREPAYMENTS

     

    MORTGAGE
      PASS-THROUGH CERTIFICATES,

     

    Series
      200_-__

     

    [Date]

    
      


      Via
        Facsimile

      


      __________________,

      as
        Trustee

      _______________

      _______________________


    

    Dear
      Sir
      or Madam:

    


    Reference
      is made to the Pooling and Servicing Agreement, dated as of _________, 200_,
      (the “Pooling and Servicing Agreement”) among [CWALT, Inc.], as Depositor,
      [Countrywide Home Loans, Inc.], as a Seller, [Park Granada LLC], as a Seller,
      [Park Monaco Inc.], as a Seller, [Park Sienna LLC], as a Seller, [Countrywide
      Home Loans Servicing LP], as Master Servicer and __________________, as
      Trustee.  Capitalized terms used herein shall have the meanings
      ascribed to such terms in the Pooling and Servicing Agreement.

     

    __________________
      hereby certifies that he/she is a Servicing Officer, holding the office set
      forth beneath his/her name and hereby further certifies as follows:

     

    With
      respect to the Distribution Date in _________ 200_ and each Mortgage Loan set
      forth in the attached schedule:

     

    1.
      A
      Principal Prepayment in full or in part was received during the related
      Prepayment Period;

     

    2.
      Any
      Prepayment Charge due under the terms of the Mortgage Note with respect to
      such
      Principal Prepayment was or was not, as indicated on the attached schedule
      using
“Yes” or “No”, received from the Mortgagor and deposited in the Certificate
      Account;

     

    3.
      As to
      each Mortgage Loan set forth on the attached schedule for which all or part
      of
      the Prepayment Charge required in connection with the Principal Prepayment
      was
      waived by the Master Servicer, such waiver was, as indicated on the attached
      schedule, based upon:

     

    (i)
      the
      Master Servicer’s determination that such waiver would maximize recovery of
      Liquidation Proceeds for such Mortgage Loan, taking into account the value
      of
      such Prepayment Charge, or

     

    (ii)(A)
      the enforceability thereof is limited (1) by bankruptcy, insolvency, moratorium,
      receivership, or other similar law relating to creditors’ rights generally or
      (2) due to acceleration in connection with a foreclosure or other involuntary
      payment, or (B) the enforceability is otherwise limited or prohibited by
      applicable law; and

     

    
      
        
        

      

      
        T-1

        
          

        

      

      
        
        

      

    

     

    4.
      We
      certify that all amounts due in connection with the waiver of a Prepayment
      Charge inconsistent with clause 3 above which are required to be deposited
      by
      the Master Servicer pursuant to Section 3.19 of the Pooling and Servicing
      Agreement, have been or will be so deposited.

     

    
      	
               

            	
              [COUNTRYWIDE
                HOME LOANS, INC.], 
                 as
                  Master Servicer

              

            


    

     

    
      
        
        

      

      
        T-2

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      OF MORTGAGE LOANS FOR WHICH A PREPAYMENT WAS RECEIVED DURING THE RELATED
      PREPAYMENT PERIOD

     

    
      	
              Loan
                Number

            	
              Clause
                2:  Yes/No

            	
              Clause
                3:  (i) or (ii)

            
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


    

    


    
      
        
        

      

      
        T-3

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      U

     

    MONTHLY
      STATEMENT

     

    [On
      file
      with Trustee]

    


    
      
        
        

      

      
        U-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      V-1

     

    [FORM
      OF]
      PERFORMANCE CERTIFICATION

    (Servicer)

     

    [On
      file
      with Trustee]

     

    


    
      
        
        

      

      
        V-1-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      V-2

     

    [FORM
      OF]
      PERFORMANCE CERTIFICATION

    (Trustee)

     

    [On
      file
      with Trustee]

     

    


     

    
      
        
        

      

      
        V-2-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      W

    


    [FORM
      OF]

    SERVICING
      CRITERIA TO BE ADDRESSED IN

    ASSESSMENT
      OF COMPLIANCE STATEMENT

    


    The
      assessment of compliance to be delivered by [the Master Servicer] [Trustee]
      [Name of Subservicer] shall address, at a minimum, the criteria identified
      as
      below as “Applicable Servicing Criteria”:

     

    


    
      	
              Servicing
                Criteria

            	
              Applicable
                Servicing Criteria

            
	
              Reference

            	
              Criteria

            	 
	 	
              General
                Servicing Considerations

            	 
	
              1122(d)(1)(i)

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

            	 
	
              1122(d)(1)(ii)

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

            	 
	
              1122(d)(1)(iii)

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

            	 
	
              1122(d)(1)(iv)

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

            	 
	 	
              Cash
                Collection and Administration

            	 
	
              1122(d)(2)(i)

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

            	 
	
              1122(d)(2)(ii)

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

            	 
	
              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 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 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 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.

            	 
	 	 	 


    

    


    
       

      
         

        [NAME
          OF
          MASTER SERVICER] [NAME OF TRUSTEE]

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

         

        Date:_______________________________________

         

        By:  ________________________________________

        Name:

        Title:

        
 

      

      
        
          
          

        

        
          W-1

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        X

       

      [FORM
        OF]
        LIST OF ITEM 1119 PARTIES

       

      CHL
        MORTGAGE PASS-THROUGH 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