Cwalt Inc – ‘8-K’ for 1/29/04 – EX-99.1

On:  Thursday, 3/4/04, at 4:22pm ET   ·   For:  1/29/04   ·   Accession #:  905148-4-1102   ·   File #:  333-110343

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Current Report   —   Form 8-K
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Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5     11K 
 2: EX-99.1     Miscellaneous Exhibit                                180    611K 

EX-99.1   —   Miscellaneous Exhibit
Exhibit Table of Contents

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EXHIBIT 99.1  
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                                                              EXECUTION COPY

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

CWALT, INC.,  

Depositor 

COUNTRYWIDE HOME LOANS, INC., 

Seller  

PARK GRANADA LLC, 

Seller  

COUNTRYWIDE HOME LOANS SERVICING LP,  

Master Servicer 

and 

THE BANK OF NEW YORK, 

Trustee 

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

POOLING AND SERVICING AGREEMENT 

Dated as of January 1, 2004 

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

ALTERNATIVE LOAN TRUST 2004-1T1 

MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-1 

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

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                               Table of Contents                                              

                                                                                         Page 
                                                                                         ---- 

                                   ARTICLE I                                                  
                                  DEFINITIONS                                                 

                                  ARTICLE II                                                  
         CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES                         

                                                                                              
SECTION 2.01.       Conveyance of Mortgage Loans..........................................II-1
SECTION 2.02.       Acceptance by Trustee of the Mortgage Loans...........................II-4
SECTION 2.03.       Representations, Warranties and Covenants of the Sellers and              
                    Master Servicer.......................................................II-6
SECTION 2.04.       Representations and Warranties of the Depositor as to the                 
                    Mortgage Loans........................................................II-8
SECTION 2.05.       Delivery of Opinion of Counsel in Connection with Substitutions.......II-8
SECTION 2.06.       Execution and Delivery of Certificates................................II-9
SECTION 2.07.       REMIC Matters.........................................................II-9
SECTION 2.08.       Covenants of the Master Servicer......................................II-9

                                  ARTICLE III                                                 
                ADMINISTRATION AND SERVICING OF MORTGAGE LOANS                                

SECTION 3.01.       Master Servicer to Service Mortgage Loans............................III-1
SECTION 3.02.       Subservicing; Enforcement of the Obligations of Servicers............III-2
SECTION 3.03.       Rights of the Depositor and the Trustee in Respect of the Master          
                    Servicer.............................................................III-2
SECTION 3.04.       Trustee to Act as Master Servicer....................................III-2
SECTION 3.05.       Collection of Mortgage Loan Payments; Certificate Account;                
                    Distribution Account.................................................III-3
SECTION 3.06.       Collection of Taxes, Assessments and Similar Items; Escrow                
                    Accounts.............................................................III-5
SECTION 3.07.       Access to Certain Documentation and Information Regarding the             
                    Mortgage Loans.......................................................III-6
SECTION 3.08.       Permitted Withdrawals from the Certificate Account and the                
                    Distribution Account.................................................III-6
SECTION 3.09.       Maintenance of Hazard Insurance; Maintenance of Primary Insurance         
                    Policies.............................................................III-8
SECTION 3.10.       Enforcement of Due-on-Sale Clauses; Assumption Agreements............III-9
SECTION 3.11.       Realization Upon Defaulted Mortgage Loans; Repurchase of Certain          
                    Mortgage Loans......................................................III-10
SECTION 3.12.       Trustee to Cooperate; Release of Mortgage Files.....................III-13
SECTION 3.13.       Documents, Records and Funds in Possession of Master Servicer to          
                    be Held for the Trustee.............................................III-14
SECTION 3.14.       Servicing Compensation..............................................III-14
SECTION 3.15.       Access to Certain Documentation.....................................III-15
SECTION 3.16.       Annual Statement as to Compliance...................................III-15
SECTION 3.17.       Annual Independent Public Accountants' Servicing Statement;               
                    Financial Statements................................................III-15
SECTION 3.18.       Errors and Omissions Insurance; Fidelity Bonds......................III-16

                                       i                                                      

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                                  ARTICLE IV                                                  
               DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER                              

SECTION 4.01.       Advances..............................................................IV-1
SECTION 4.02.       Priorities of Distribution............................................IV-2
SECTION 4.03.       [Reserved]............................................................IV-5
SECTION 4.04.       Allocation of Realized Losses.........................................IV-5
SECTION 4.05.       [Reserved]............................................................IV-6
SECTION 4.06.       Monthly Statements to Certificateholders..............................IV-6
SECTION 4.07.       Determination of Pass-Through Rates for COFI Certificates.............IV-8
SECTION 4.08.       Determination of Pass-Through Rates for LIBOR Certificates............IV-9

                                   ARTICLE V                                                  
                               THE CERTIFICATES                                               

SECTION 5.01.       The Certificates.......................................................V-1
SECTION 5.02.       Certificate Register; Registration of Transfer and Exchange of            
                    Certificates...........................................................V-1
SECTION 5.03.       Mutilated, Destroyed, Lost or Stolen Certificates......................V-5
SECTION 5.04.       Persons Deemed Owners..................................................V-5
SECTION 5.05.       Access to List of Certificateholders' Names and Addresses..............V-6
SECTION 5.06.       Maintenance of Office or Agency........................................V-6

                                  ARTICLE VI                                                  
                     THE DEPOSITOR AND THE MASTER SERVICER                                    

SECTION 6.01.       Respective Liabilities of the Depositor and the Master Servicer.......VI-1
SECTION 6.02.       Merger or Consolidation of the Depositor or the Master Servicer.......VI-1
SECTION 6.03.       Limitation on Liability of the Depositor, the Sellers, the Master         
                    Servicer and Others...................................................VI-1
SECTION 6.04.       Limitation on Resignation of Master Servicer..........................VI-2

                                  ARTICLE VII                                                 
                                    DEFAULT                                                   

SECTION 7.01.       Events of Default....................................................VII-1
SECTION 7.02.       Trustee to Act; Appointment of Successor.............................VII-2
SECTION 7.03.       Notification to Certificateholders...................................VII-3

                                 ARTICLE VIII                                                 
                            CONCERNING THE TRUSTEE                                            

SECTION 8.01.       Duties of Trustee...................................................VIII-1
SECTION 8.02.       Certain Matters Affecting the Trustee...............................VIII-2
SECTION 8.03.       Trustee Not Liable for Certificates or Mortgage Loans...............VIII-3
SECTION 8.04.       Trustee May Own Certificates........................................VIII-3
SECTION 8.05.       Trustee's Fees and Expenses.........................................VIII-3
SECTION 8.06.       Eligibility Requirements for Trustee................................VIII-3
SECTION 8.07.       Resignation and Removal of Trustee..................................VIII-4
SECTION 8.08.       Successor Trustee...................................................VIII-4
SECTION 8.09.       Merger or Consolidation of Trustee..................................VIII-5

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SECTION 8.10.       Appointment of Co-Trustee or Separate Trustee.......................VIII-5
SECTION 8.11.       Tax Matters.........................................................VIII-6

                                  ARTICLE IX                                                  
                                  TERMINATION                                                 

SECTION 9.01.       Termination upon Liquidation or Purchase of all Mortgage Loans........IX-8
SECTION 9.02.       Final Distribution on the Certificates................................IX-8
SECTION 9.03.       Additional Termination Requirements...................................IX-9

                                   ARTICLE X                                                  
                           MISCELLANEOUS PROVISIONS                                           

SECTION 10.01.      Amendment..............................................................X-1
SECTION 10.02.      Recordation of Agreement; Counterparts.................................X-2
SECTION 10.03.      Governing Law..........................................................X-2
SECTION 10.04.      Intention of Parties...................................................X-2
SECTION 10.05.      Notices................................................................X-3
SECTION 10.06.      Severability of Provisions.............................................X-4
SECTION 10.07.      Assignment.............................................................X-4
SECTION 10.08.      Limitation on Rights of Certificateholders.............................X-4
SECTION 10.09.      Inspection and Audit Rights............................................X-5
SECTION 10.10.      Certificates Nonassessable and Fully Paid..............................X-5
SECTION 10.11.      [Reserved].............................................................X-5
SECTION 10.12.      Protection of Assets...................................................X-5

                                   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 III-A Representations and Warranties of Countrywide                                  
               as to 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 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-I

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                                   EXHIBITS                                                   

Exhibit A:     Form of Senior Certificate (excluding Notional Amount Certificates).........A-1
Exhibit B:     Form of Subordinated Certificate............................................B-1
Exhibit C:     Form of Class A-R Certificate...............................................C-1
Exhibit D:     Form of Notional Amount Certificate.........................................D-1
Exhibit E:     Form of Reverse of Certificates.............................................E-1
Exhibit F-1:   Form of Initial Certification of Trustee (Mortgage Loans)...................F-1
Exhibit F-2:   [Reserved]..................................................................F-2
Exhibit G-1:   Form of Delay Delivery Certification of Trustee (Mortgage Loans)............G-1
Exhibit G-2:   [Reserved]..................................................................G-2
Exhibit H-1:   Form of Final Certification of Trustee (Mortgage Loans).....................H-1
Exhibit H-2:   [Reserved]..................................................................H-2
Exhibit I:     Form of Transfer Affidavit..................................................I-1
Exhibit J-1:   Form of Transferor Certificate (Residual)...................................J-1
Exhibit J-2:   Form of Transferor Certificate (Private)....................................J-2
Exhibit K:     Form of Investment Letter [Non-Rule 144A]...................................K-1
Exhibit L:     Form of Rule 144A Letter....................................................L-1
Exhibit M:     Form of Request for Release (for Trustee)...................................M-1
Exhibit N:     Form of Request for Release of Documents (Mortgage Loan - Paid in Full,        
               Repurchased and Replaced)...................................................N-1
Exhibit O:     [Reserved]..................................................................O-1
Exhibit P:     [Reserved]..................................................................P-1

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  THIS POOLING AND SERVICING AGREEMENT, dated as of January 1, 2004, 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"), 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 herein contained, the parties
hereto agree as follows:                                                        

PRELIMINARY STATEMENT 

 The Depositor is the owner of the Trust Fund that is hereby conveyed to
the Trustee in return for the Certificates. As provided herein, the Trustee     
will elect that the Trust Fund be treated for federal income tax purposes as    
comprising two real estate mortgage investment conduits (each a "REMIC" or, in  
the alternative, the "Subsidiary REMIC" and the "Master REMIC," respectively).  
The Subsidiary REMIC will hold as assets all property of the Trust Fund and     
will be evidenced by (i) the Subsidiary REMIC Regular Interests, which will be  
uncertificated and will represent the "REMIC regular interests" in the          
Subsidiary REMIC, and (ii) the Class SR-A-R Interest, which will represent the  
"REMIC residual interest" in the Subsidiary REMIC. The Master REMIC will hold   
as assets the Subsidiary REMIC Regular Interests and will be evidenced by the   
Certificates, each of which (other than the Class A-R Certificate) will         
represent ownership of one or more "REMIC regular interests" in the Master      
REMIC. The Class A-R Certificate will represent ownership of the sole Class of  
"REMIC residual interest" in each of the Subsidiary REMIC and the Master        
REMIC. The latest possible maturity date, for federal income tax purposes, of   
all REMIC regular interests created herein shall be the Latest Possible         
Maturity Date.                                                                  

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

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                                                        [Enlarge/Download Table]


===================== =================== ================= ================== ==================
                                            Pass-Through                       Integral Multiples
                         Initial Class          Rate             Minimum          in Excess of   
 Class Designation    Certificate Balance   (per annum)       Denomination           Minimum     
--------------------- ------------------- ----------------- ------------------ ------------------
                                                                                                 
Class A-1               $50,000,000.00         5.00%            $25,000.00         $1,000.00     
--------------------- ------------------- ----------------- ------------------ ------------------
Class A-2              $119,117,100.00         5.50%            $25,000.00         $1,000.00     
--------------------- ------------------- ----------------- ------------------ ------------------
Class A-3               $29,901,900.00          (1)             $25,000.00         $1,000.00     
--------------------- ------------------- ----------------- ------------------ ------------------
Class A-4                    (2)                (3)             $25,000.00(4)      $1,000.00     
--------------------- ------------------- ----------------- ------------------ ------------------
Class A-5               $12,652,000.00         5.75%            $25,000.00         $1,000.00     
--------------------- ------------------- ----------------- ------------------ ------------------
Class A-6               $25,298,000.00         5.75%            $25,000.00         $1,000.00     
--------------------- ------------------- ----------------- ------------------ ------------------
Class PO                $1,465,974.00           (5)             $25,000.00         $1,000.00     
--------------------- ------------------- ----------------- ------------------ ------------------
Class A-R(6)               $100.00             5.75%                 (7)               (7)       
--------------------- ------------------- ----------------- ------------------ ------------------
Class M                 $8,222,000.00          5.75%            $25,000.00         $1,000.00     
--------------------- ------------------- ----------------- ------------------ ------------------
Class B-1               $2,530,000.00          5.75%            $25,000.00         $1,000.00     
--------------------- ------------------- ----------------- ------------------ ------------------
Class B-2               $1,265,000.00          5.75%            $25,000.00         $1,000.00     
--------------------- ------------------- ----------------- ------------------ ------------------
Class B-3               $1,012,000.00          5.75%           $100,000.00         $1,000.00     
--------------------- ------------------- ----------------- ------------------ ------------------
Class B-4                $759,000.00           5.75%           $100,000.00         $1,000.00     
--------------------- ------------------- ----------------- ------------------ ------------------
Class B-5                $759,386.00           5.75%           $100,000.00         $1,000.00     
===================== =================== ================= ================== ==================

----------------------------------                                              
(1) The Class A-3 Certificates will bear interest during each Interest          
    Accrual Period at a per annum rate of LIBOR plus 0.45%, subject to a
   maximum and minimum Pass-Through Rate of 8.00% and 0.45% per annum,
  respectively. The Pass-Through Rate for the Class A-3 Certificates
during the initial Interest Accrual Period is 1.55% per annum.  

(2) The Class A-4 Certificates will be Notional Amount Certificates, will       
have no Class Certificate Balance and will bear interest on its 
Notional Amount (initially, $29,901,900)                        

(3) The Class A-4 Certificates will bear interest during each Interest          
      Accrual Period at a per annum rate equal to 7.55% minus LIBOR, subject
 to a maximum and minimum Pass-Through Rate of 7.55% and 0.00% per
annum, respectively. The Pass-Through Rate for the Class A-4    
    Certificates during the initial Interest Accrual Period is 6.45% per
annum.                                                          

(4) Minimum denomination is based on the Notional Amount of such Class.         

(5) The Class PO Certificates will be Principal Only Certificates and will      
not receive any distributions of interest.                      

(6) The Class A-R Certificates represent the sole Class of residual             
interest in the Master REMIC.                                   

(7) The Class A-R Certificate shall be issued as two separate certificates,     
     one with an initial Certificate Balance of $99.99 and the Tax Matters
Person Certificate with an initial Certificate Balance of $0.01.

2   

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

                                                        [Enlarge/Download Table]


--------------------- --------------------------- ----------------------- -----------------------
   Subsidiary                                                                   Corresponding    
 REMIC Interest        Initial Principal Balance       Interest Rate            Certificates     
--------------------- --------------------------- ----------------------- -----------------------
                                                                                                 
      SR-A-1               $50,000,000.00                 5.00%                    A-1           
--------------------- --------------------------- ----------------------- -----------------------
      SR-A-2               $119,117,100.00                5.50%                    A-2           
--------------------- --------------------------- ----------------------- -----------------------
      SR-A-3                $29,901,900.00                8.00%                A-3, A-4(1)       
--------------------- --------------------------- ----------------------- -----------------------
      SR-A-5                $12,652,000.00                5.75%                    A-5           
--------------------- --------------------------- ----------------------- -----------------------
      SR-A-6                $25,298,000.00                5.75%                    A-6           
--------------------- --------------------------- ----------------------- -----------------------
       SR-PO                $1,465,974.00                  (2)                     PO            
--------------------- --------------------------- ----------------------- -----------------------
      SR-$100                  $100.00                    5.75%                    A-R           
--------------------- --------------------------- ----------------------- -----------------------
       SR-M                 $8,222,000.00                 5.75%                     M            
--------------------- --------------------------- ----------------------- -----------------------
      SR-B-1                $2,530,000.00                 5.75%                    B-1           
--------------------- --------------------------- ----------------------- -----------------------
      SR-B-2                $1,265,000.00                 5.75%                    B-2           
--------------------- --------------------------- ----------------------- -----------------------
      SR-B-3                $1,012,000.00                 5.75%                    B-3           
--------------------- --------------------------- ----------------------- -----------------------
      SR-B-4                 $759,000.00                  5.75%                    B-4           
--------------------- --------------------------- ----------------------- -----------------------
      SR-B-5                 $759,386.00                  5.75%                    B-5           
--------------------- --------------------------- ----------------------- -----------------------
      SR-A-R                    (3)                         (3)                     A-R          
--------------------- --------------------------- ----------------------- -----------------------

(1)  The Class A-4 Certificates are entitled to receive on each Distribution    
   Date a specified portion of the interest payable on the SR-A-3 Subsidiary
   REMIC Interest. Specifically, for each Interest Accrual Period, the Class
A-4 Certificates are entitled to interest accruals on the SR-A-3      
   Subsidiary REMIC Interest at a per annum rate equal to 7.55% minus LIBOR,
but not less than 0.00%.                                              

(2)  This Subsidiary REMIC Interest will be a principal only Interest and will  
not be entitled to receive any distributions of interest.             

(3)  The SR-A-R is the sole Class of residual interest in the Subsidiary        
REMIC. It pays no interest or principal.                              

On each Distribution Date, the Available Funds shall be distributed with        
respect to the Subsidiary REMIC interests in the following manner:              

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

(2) Principal is to be distributed with respect to each Subsidiary REMIC        
Interest in the same manner and in the same amount as principal is distributed  
with respect to each Subsidiary REMIC Regular Interest's Corresponding Class    
or Classes of Certificates.                                                     

3   

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On each Distribution Date, Realized Losses (and increases in Principal          
Balances attributable to Subsequent Recoveries) shall be allocated among the    
Subsidiary REMIC Interests in the same manner that Realized Losses (and         
increases in Class Certificate Balances attributable to Subsequent Recoveries)  
are allocated among each Subsidiary REMIC Interest's Corresponding Class or     
Classes of Certificates.                                                        

4   

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Set forth below are designations of Classes or Components of Certificates and   
other defined terms to the categories used herein:                              

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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.                                                    

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

Component Certificates............. None.                                                    

Components......................... For purposes of calculating distributions                
                                    of principal and/or interest, the                        
                                    Component Certificates, if any, will be                  
                                    comprised of multiple payment components                 
                                    having the designations, Initial Component               
                                    Balances or Notional Amounts, as                         
                                    applicable, and Pass-Through Rates set                   
                                    forth below:                                             

                                                          Initial                            
                                       Designation    Component Balance     Pass-Through Rate
                                       -----------    -----------------     -----------------

                                           N/A                  N/A              N/A         

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

ERISA-Restricted Certificates...... The Residual Certificates and Private                    
                                    Certificates; until an ERISA-Qualifying                  
                                    Underwriting has occurred with respect to                
                                    such Class, the Class PO Certificates; and               
                                    any Certificate of a Class that ceases to                
                                    satisfy the applicable rating requirement                
                                    under the Underwriter's Exemption.                       

Floating Rate Certificates......... Class A-3 Certificates.                                  

Inverse Floating Rate Certificates. Class A-4 Certificates.                                  

LIBOR Certificates................. Floating Rate Certificates and Inverse Floating Rate     
                                    Certificates.                                            

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

Notional Amount Certificates....... Class A-4 Certificates.                                  

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

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

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

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

Principal Only Certificates........ Class PO Certificates.                                   

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

Rating Agencies.................... S&P and Fitch.                                           

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

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

Scheduled Principal Classes........ None.                                                    

Senior Certificates................ Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,   
                                    Class A-6, Class PO and Class A-R Certificates.          

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

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

Underwriter(s)..................... Goldman, Sachs & Co. and Countrywide                     
                                    Securities Corporation.                                  


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

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ARTICLE I 

DEFINITIONS 

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

    Accretion Directed Certificates: As specified in the Preliminary
Statement.                                                                      

Accretion Direction Rule: Not applicable.                   

     Accrual Amount: With respect to any Class of Accrual Certificates
and any Distribution Date prior to the Accrual Termination Date, the amount     
allocable to interest on such Class of Accrual Certificates with respect to     
such Distribution Date pursuant to Section 4.02(a)(ii).                         

    Accrual Certificates: As specified in the Preliminary Statement.

  Accrual Components: As specified in the Preliminary Statement.

Accrual Termination Date: Not applicable.                   

      Adjusted Mortgage Rate: As to each Mortgage Loan, and at any time,
the per annum rate equal to the Mortgage Rate less the Basic 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 sum of the         
Trustee Fee Rate and the Basic Master Servicing Fee Rate. For purposes of       
determining whether any Substitute Mortgage Loan is a Discount Mortgage Loan    
or a Non-Discount Mortgage Loan and for purposes of calculating the applicable  
PO Percentage, the applicable Non-PO Percentage, and the Excess Master          
Servicing Fee, each Substitute Mortgage Loan shall be deemed to have an         
Adjusted Net Mortgage Rate equal to the Adjusted Net Mortgage Rate of the       
Deleted Mortgage Loan for which it is substituted.                              

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

   Aggregate Planned Balance: With respect to any group of Planned
Principal Classes or Components and any Distribution Date, the amount set       
forth for such group for such Distribution Date in Schedule V hereto.           

     Aggregate Targeted Balance: With respect to any group of Targeted
Principal Classes or Components and any Distribution Date, the amount set       
forth for such group for such Distribution Date in Schedule V hereto.           

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

      Allocable Share: As to any Distribution Date and any Mortgage Loan
(i) with respect to the Class PO Certificates, zero and (ii) with respect to    
each other Class of Certificates the product of (a) the lesser of (I) the       
ratio that the Required Coupon bears to the Adjusted Net Mortgage Rate of such  
Mortgage Loan and (II) one, multiplied by (b) the ratio that the amount         
calculated with respect to such Distribution Date for such Class pursuant to    
clause (i) of the definition of Class Optimal Interest Distribution Amount      
(without giving effect to any reduction of such amount pursuant to Section      
4.02(d)) bears to the amount calculated with respect to such Distribution Date  
for each Class of Certificates pursuant to clause (i) of the definition of      
Class Optimal Interest Distribution Amount (without giving effect to any        
reduction of such amount pursuant to Section 4.02(d)).                          

       Amount Available for Senior Principal: As to any Distribution Date,
Available Funds for such Distribution Date, reduced by the aggregate amount     
distributable (or allocable to the Accrual Amount, if applicable) on such       
Distribution Date in respect of interest on the Senior Certificates pursuant    
to Section 4.02(a)(ii).                                                         

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

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

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

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

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

        Bankruptcy Coverage Termination Date: The point in time at which the
Bankruptcy Loss Coverage Amount is reduced to zero.                             

   Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction; provided, however, that a Bankruptcy Loss  
shall not be deemed a Bankruptcy Loss hereunder so long as the Master Servicer  
has notified the Trustee in writing that the Master Servicer is diligently      
pursuing any remedies that may exist in connection with the related Mortgage    
Loan and either (A) the related Mortgage Loan is not in default with regard to  
payments due thereunder or (B) delinquent payments of principal and interest    
under the related Mortgage Loan and any related escrow payments in respect of   
such Mortgage Loan are being advanced on a current basis by the Master          
Servicer, in either case without giving effect to any Debt Service Reduction    
or Deficient Valuation.                                                         

     Bankruptcy Loss Coverage Amount: As of any date of determination,
the Bankruptcy Loss Coverage Amount shall equal the Initial Bankruptcy          
Coverage Amount as reduced by (i) the aggregate amount of Bankruptcy Losses     
allocated to the Certificates since the Cut-off Date and (ii) any permissible   
reductions in the Bankruptcy Loss Coverage Amount as evidenced by a letter of   
each Rating Agency to the Trustee to the effect that any such reduction will    
not result in a downgrading of the then current ratings assigned to the         
Classes of Certificates rated by it.                                            

Basic 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 Basic 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.                         

        Basic Master Servicing Fee Rate: With respect to each Mortgage Loan,
0.20% per annum.                                                                

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   
State of California 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.                                                                         

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

  Certificate Account: The separate Eligible Account or Accounts
created and maintained by the Master Servicer pursuant to Section 3.05 with a   
depository institution 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 2004-1T1, Mortgage Pass-Through Certificates, Series 2004-1."             

     Certificate Balance: With respect to any Certificate at any date,
the maximum dollar amount of principal to which the Holder thereof is then      
entitled hereunder, such amount being equal to the Denomination thereof (A)     
plus any Subsequent Recoveries added to the Certificate Balance of such         

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Certificate pursuant to Section 4.02, (B) minus the sum of (i) all              
distributions of principal previously made with respect thereto and (ii) all    
Realized Losses allocated thereto and, in the case of any Subordinated          
Certificates, all other reductions in Certificate Balance previously allocated  
thereto pursuant to Section 4.03 and (C) in the case of any Class of Accrual    
Certificates, increased by the Accrual Amount added to the Class Certificate    
Balance of such Class prior to such date.                                       

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

     Certificate Register: The register maintained pursuant to Section
5.02 hereof.                                                                    

       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    
hereof (other than the second sentence of Section 10.01 hereof) that requires   
the consent of the Holders of Certificates of a particular Class as a           
condition to the taking of any action hereunder. 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.                                                     

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

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

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

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

        Class PO Deferred Amount: As to any Distribution Date, the aggregate
of the applicable PO Percentage of each Realized Loss, other than any Excess    
Loss, to be allocated to the Class PO Certificates on such Distribution Date    
on or prior to the Senior Credit Support Depletion Date or previously           
allocated to the Class PO Certificates and not yet paid to the Holders of the   
Class PO Certificates.                                                          

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

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

Closing Date: January 29, 2004.                             

       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.

     Combined Certificates: As specified in the Preliminary Statement.

Combined Certificates Payment Rule: Not applicable.--       

       Compensating Interest: As to any Distribution Date, an amount equal
to the product of one-twelfth of 0.125% and the aggregate Stated Principal      
Balance of the Mortgage Loans as of the Due Date in the prior calendar month.   

Component: As specified in the Preliminary Statement.       

Component Balance: With respect to any Component and any    
Distribution Date, the Initial Component Balance thereof on the Closing Date,   
(A) plus any Subsequent Recoveries added to the Component Balance of such       
Component pursuant to Section 4.02, (B) minus the sum of all amounts applied    
in reduction of the principal balance of such Component and Realized Losses     
allocated thereto on previous Distribution Dates.                               

      Component Certificates: As specified in the Preliminary Statement.

Component Notional Amount: Not applicable.                  

Coop Shares: Shares issued by a Cooperative Corporation.    

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

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

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

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       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, 8W, New    
York, New York 10286 (Attn: Mortgage-Backed Securities Group, CWALT, Inc.       
Series 2004-1, facsimile no. (212) 815-3986), and which is the address to       
which notices to and correspondence with the Trustee should be directed.        

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

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

Cut-off Date: January 1, 2004.                              

Cut-off Date Pool Principal Balance: $252,982,460.43.       

       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 which 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 which is required to be
repurchased pursuant to Section 2.02 or 2.03.                                   

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

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

  Delay Certificates: As specified in the Preliminary Statement.

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

        Delay Delivery Mortgage Loans: The Mortgage Loans for which all or a
portion of a related Mortgage File is not delivered to Trustee on the Closing   
Date . The number of Delay Delivery Mortgage Loans shall not exceed 50% of the  
aggregate number of Mortgage Loans as of the Closing Date. To the extent that   
Countrywide Home Loans Servicing LP 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 Home      
Loans Servicing LP shall hold such files as Master Servicer hereunder, as       
agent and in trust for the Trustee.                                             

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

        Denomination: With respect to each Certificate, the amount set forth
on the face thereof 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       
which is two Business Days preceding such Distribution Date.                    

  Discount Mortgage Loan: Any Mortgage Loan with an Adjusted Net
Mortgage Rate that is less than the Required Coupon.                            

   Distribution Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.05 in the name of the Trustee   
for the benefit of the Certificateholders and designated "The Bank of New York  
in trust for registered holders of Alternative Loan Trust 2004-1T1, Mortgage    
Pass-Through Certificates, Series 2004-1." 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 February 2004.             

     Due Date: With respect to any Distribution Date, the first day of
the month in which that Distribution Date occurs.                               

       Eligible Account: Any of (i) an account or accounts maintained with
a federal or state chartered depository institution or trust company the        
short-term unsecured debt obligations of which (or, in the case of a            
depository institution or trust company that is the principal subsidiary of a   
holding company, the debt obligations of such holding company) have the         
highest short-term ratings of Moody's or Fitch and one of the two highest       
short-term ratings of S&P, if S&P is a Rating Agency at the time any amounts    
are held on deposit therein, or (ii) an account or accounts in a depository     
institution or trust company in which such accounts are insured by the FDIC     
(to the limits established by the FDIC) and the uninsured deposits in which     
accounts are otherwise secured such that, as evidenced by an Opinion of         
Counsel delivered to the Trustee and to each Rating Agency, the                 
Certificateholders have a claim with                                            

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respect to the funds in such account or a perfected first priority security     
interest against any collateral (which shall be limited to Permitted            
Investments) securing such funds that is superior to claims of any other        
depositors or creditors of the depository institution or trust company in       
which such account is maintained, or (iii) a trust account or accounts          
maintained with (a) the trust department of a federal or state chartered        
depository institution or (b) a trust company, acting in its fiduciary          
capacity or (iv) any other account acceptable to each Rating Agency. Eligible   
Accounts may bear interest, and may include, if otherwise qualified under this  
definition, accounts maintained with the Trustee.                               

 Eligible Repurchase Month: As defined in Section 3.11 hereof.

  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) hereof.                                  

Event of Default: As defined in Section 7.01 hereof.        

    Excess Loss: The amount of any (i) Fraud Loss realized after the
Fraud Loss Coverage Termination Date, (ii) Special Hazard Loss realized after   
the Special Hazard Coverage Termination Date or (iii) Bankruptcy Loss realized  
after the Bankruptcy Coverage Termination Date.                                 

       Excess Master Servicing Fee: As to any Distribution Date, an amount
equal to the aggregate of the Excess Master Servicing Fee Amount.               

        Excess Master Servicing Fee Amount: As to each Non-Discount Mortgage
Loan and any Distribution Date, an amount payable out of each full payment of   
interest received on such Mortgage Loan and equal to one-twelfth of the         
related Excess Master Servicing Fee Rate multiplied by the Stated Principal     
Balance of such Mortgage Loan.                                                  

     Excess Master Servicing Fee Rate: As to any Non-Discount Mortgage
Loan, the excess of (x) the Adjusted Net Mortgage Rate of such Non-Discount     
Mortgage Loan over (y) the Required Coupon. As to any Discount Mortgage Loan,   
0.00%.                                                                          

      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.                          

       Expense Rate: As to each Mortgage Loan, the sum of the Basic Master
Servicing Fee Rate, the Excess Master Servicing Fee Rate and the Trustee Fee    
Rate.                                                                           

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     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 thereto.   

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

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

        Fitch: Fitch, Inc., or any successor thereto. If Fitch is designated
as a Rating Agency in the                                                       

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

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

       Fraud Loan: A Liquidated Mortgage Loan as to which a Fraud Loss has
occurred.                                                                       

  Fraud Loss Coverage Amount: As of the Closing Date, $4,190,000
subject to reduction from time to time, by the amount of Fraud Losses           
allocated to the Certificates. In addition, on each anniversary of the Cut-off  
Date, the Fraud Loss Coverage Amount will be reduced as follows: (a) on the     
first, second, third and fourth anniversaries of the Cut-off Date, to an        
amount equal to the lesser of (i) 1%, in the case of the first and second       
anniversaries, and 0.50%, in the case of the third and fourth anniversaries,    
of the Pool Stated Principal Balance on such anniversary and (ii) the excess    
of the Fraud Loss Coverage Amount as of the preceding anniversary of the        
Cut-off Date over the cumulative amount of Fraud Losses allocated to the        
Certificates since such preceding anniversary; and (b) on the fifth             
anniversary of the Cut-off Date, to zero.                                       

        Fraud Loss Coverage Termination Date: The point in time at which the
Fraud Loss Coverage Amount is reduced to zero.                                  

      Fraud Losses: Realized Losses on Mortgage Loans as to which a loss
is sustained by reason of a default arising from fraud, dishonesty or           
misrepresentation in connection with the related Mortgage Loan, including a     
loss by reason of the denial of coverage under any related Primary Insurance    
Policy because of such fraud, dishonesty or misrepresentation.                  

   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 Bankruptcy Coverage Amount: $100,000.               

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

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Initial Component Balance: As specified in the Preliminary  
Statement.                                                                      

       Insurance Policy: With respect to any Mortgage Loan included in the
Trust Fund, any insurance policy, including all riders and endorsements         
thereto in effect, including any replacement policy or policies for any         
Insurance Policies.                                                             

   Insurance Proceeds: Proceeds paid by an insurer pursuant to any
Insurance Policy, in each case other than any amount included in such           
Insurance Proceeds in respect of Insured Expenses.                              

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

Interest Accrual Period: With respect to each Class of Delay
Certificates, its corresponding Subsidiary REMIC Regular Interest and any       
Distribution Date, the calendar month prior to the month of such Distribution   
Date. With respect to any Class of Non-Delay Certificates, its corresponding    
Subsidiary REMIC Regular Interest and any Distribution Date, the one month      
period commencing on the 25th day of 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 24th day of the month in which  
such Distribution Date occurs.                                                  

 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.            

      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 borrower) acquires the Primary Insurance Policy and     
charges the related borrower 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.

      Liquidated Mortgage Loan: With respect to any Distribution Date, a
defaulted Mortgage Loan (including any REO Property) which 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 Basic Master Servicing Fees,     
Servicing Advances and Advances.                                                

        Loan-to-Value Ratio: With respect to any Mortgage Loan and as to any
date of determination, the fraction (expressed as a percentage) the numerator   
of which is the principal balance of                                            

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the related Mortgage Loan at such date of determination and the denominator of  
which is the Appraised Value of the related Mortgaged Property.                 

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

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

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

Master REMIC: As described in the Preliminary Statement.    

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

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

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

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

   MERS (R) System: The system of recording transfers of mortgages
electronically maintained by MERS.                                              

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

        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 hereof
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.                                                                      

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       Mortgage Loans: Such of the mortgage loans as from time to time are
transferred and assigned to the Trustee pursuant to the provisions hereof 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 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 hereto as        
Schedule I, setting forth the following information with respect to each        
Mortgage Loan:                                                                  

(i)    the loan number;                                     

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

(iii)  the maturity date;                                   

(iv)   the original principal balance;                      

(v)    the Cut-off Date Principal Balance;                  

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

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

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

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

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

(xi)   the Mortgage Rate;                                   

  (xii)  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;

(xiii) the purpose for the Mortgage Loan;                   

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

(xv)   a code indicating whether the Mortgage Loan is a     
            Countrywide Mortgage Loan or a Park Granada Mortgage Loan;
and                                           

(xvi)  a code indicating whether the Mortgage Loan is a MERS
Mortgage Loan.                                

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

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

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

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

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

     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, the
amount by which the aggregate of Prepayment Interest Shortfalls during the      
related Prepayment Period exceeds the Compensating Interest for that            
Distribution Date.                                                              

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

      Non-Discount Mortgage Loan: Any Mortgage Loan with an Adjusted Net
Mortgage Rate that is greater than or equal to the Required Coupon.             

     Non-PO Formula Principal Amount: As to any Distribution Date, the
sum of (i) the sum of the applicable Non-PO Percentage of (a) the principal     
portion of each Scheduled Payment (without giving effect, prior to the          
Bankruptcy Coverage Termination Date, to any reductions thereof caused by any   
Debt Service Reductions or Deficient Valuations) due on each Mortgage Loan on   
the related Due Date, (b) the Stated Principal Balance of each Mortgage Loan    
that was repurchased by a Seller or purchased by the Master Servicer pursuant   
to this Agreement as of such Distribution Date, (c) the Substitution            
Adjustment Amount in connection with any Deleted Mortgage Loan received with    
respect to such Distribution Date, (d) any Insurance Proceeds or Liquidation    
Proceeds allocable to recoveries of principal of Mortgage Loans that are not    
yet Liquidated Mortgage Loans received during the calendar month preceding the  
month of such Distribution Date, (e) with respect to each Mortgage Loan that    
became a Liquidated Mortgage Loan during the calendar month preceding the       
month of such Distribution Date, the amount of the Liquidation Proceeds         
allocable to principal received during the calendar month preceding the month   
of such Distribution Date with respect to such Mortgage Loan, and (f) all       
Principal Prepayments received during the related Prepayment Period and (ii)    
(A) any Subsequent Recoveries received during the calendar month preceding the  
month of such Distribution Date, or (B) with respect to Subsequent Recoveries   
attributable to a Discount Mortgage Loan which incurred (1) an Excess Loss or   
(2) a Realized Loss after the Senior Credit Support Depletion Date, the Non-PO  
Percentage of any Subsequent Recoveries received during the calendar month      
preceding the month of such Distribution Date.                                  

   Non-PO Percentage: As to any Discount Mortgage Loan, a fraction
(expressed as a percentage) the numerator of which is the Adjusted Net          
Mortgage Rate of such Discount Mortgage Loan and the denominator of which is    
the Required Coupon. As to any Non-Discount Mortgage Loan, 100%.                

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        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 any Distribution Date and the Class
A-4 Certificates, an amount equal to the Class Certificate Balance of the       
Class A-3 Certificates immediately prior to such Distribution Date.             

 Notional Amount Certificates: As specified in the Preliminary
Statement.                                                                      

    Offered Certificates: As specified in the Preliminary Statement.

Officer's Certificate: A certificate (i) in the case of the 
Depositor, signed by the Chairman of the Board, the Vice Chairman of the        
Board, the President, a Managing Director, a Vice President (however            
denominated), an Assistant Vice President, the Treasurer, the Secretary, or     
one of the Assistant Treasurers or Assistant Secretaries of the Depositor,      
(ii) in the case of the Master Servicer, signed by the President, an Executive  
Vice President, a Vice President, an Assistant Vice President, the Treasurer,   
or one of the Assistant Treasurers or Assistant Secretaries of Countrywide GP,  
Inc., its general partner or (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.                 

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

        Optional Termination: The termination of the trust created hereunder
in connection with the purchase of the Mortgage Loans pursuant to Section       
9.01(a) hereof.                                                                 

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

Class M..............5.75%                                  
Class B-1............2.50%                                  
Class B-2............1.50%                                  
Class B-3............1.00%                                  
Class B-4............0.60%                                  
Class B-5............0.30%                                  

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

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      Original Subordinate Principal Balance: The aggregate of the Class
Certificate Balances of the Subordinated Certificates as of the Closing Date.   

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:                                                          

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

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

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

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

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

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

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

       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.           

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

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

      (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;                               

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

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

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

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

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

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

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

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have the authority to control all substantial decisions of the trust unless     
such Person has furnished the transferor and the Trustee with a duly completed  
Internal Revenue Service Form W-8ECI or any applicable successor form, and      
(vii) any other Person so designated by the Depositor based upon an Opinion of  
Counsel that the Transfer of an Ownership Interest in a Residual Certificate    
to such Person may cause any REMIC hereunder 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,
limited liability company, association, joint-stock company, trust,             
unincorporated organization or government, or any agency or political           
subdivision thereof.                                                            

    Physical Certificate: As specified in the Preliminary Statement.

   Planned Balance: With respect to any group of Planned Principal
Classes or Components in the aggregate and any Distribution Date appearing in   
Schedule V hereto, the Aggregate Planned Balance for such group and             
Distribution Date. With respect to any other Planned Principal Class or         
Component and any Distribution Date appearing in Schedule V hereto, the         
applicable amount appearing opposite such Distribution Date for such Class or   
Component.                                                                      

Planned Principal Classes: As specified in the Preliminary  
Statement.                                                                      

        PO Formula Principal Amount: As to any Distribution Date, the sum of
(i) the sum of the applicable PO Percentage of (a) the principal portion of     
each Scheduled Payment (without giving effect, prior to the Bankruptcy          
Coverage Termination Date, to any reductions thereof caused by any Debt         
Service Reductions or Deficient Valuations) due on each Mortgage Loan on the    
related Due Date, (b) the Stated Principal Balance of each Mortgage Loan that   
was repurchased by the applicable Seller or purchased by the Master Servicer    
pursuant to this Agreement as of such Distribution Date, (c) the Substitution   
Adjustment Amount in connection with any Deleted Mortgage Loan received with    
respect to such Distribution Date, (d) any Insurance Proceeds or Liquidation    
Proceeds allocable to recoveries of principal of Mortgage Loans that are not    
yet Liquidated Mortgage Loans received during the calendar month preceding the  
month of such Distribution Date, (e) with respect to each Mortgage Loan that    
became a Liquidated Mortgage Loan during the calendar month preceding the       
month of such Distribution Date, the amount of Liquidation Proceeds allocable   
to principal received during the month preceding the month of such              
Distribution Date with respect to such Mortgage Loan, and (f) all Principal     
Prepayments received during the related Prepayment Period and (ii) with         
respect to Subsequent Recoveries attributable to a Discount Mortgage Loan       
which incurred (1) an Excess Loss or (2) a Realized Loss after the Senior       
Credit Support Depletion Date, the PO Percentage of any Subsequent Recoveries   
received during the calendar month preceding the month of such Distribution     
Date.                                                                           

PO Percentage: As to any Discount Mortgage Loan, a fraction 
(expressed as a percentage) the numerator of which is the excess of the         
Required Coupon over the Adjusted Net Mortgage Rate of such Discount Mortgage   
Loan and the denominator of which is such Required Coupon. As to any            
Non-Discount Mortgage Loan, 0%.                                                 

Pool Characteristics: Not applicable.                       

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

       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 January 1, 2004) 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 Basic Master Servicing Fee Rate and the related Excess 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 of such Distribution Date (or, in the case of the first Distribution  
Date, from January 1, 2004) through the 15th day of the calendar month of such  
Distribution Date.                                                              

      Prepayment Shift Percentage: As to any Distribution Date occurring
during the five years beginning on the first Distribution Date, 0%. For any     
Distribution Date occurring on or after the fifth anniversary of the first      
Distribution Date will be as follows: for any Distribution Date in the first    
year thereafter, 30%; for any Distribution Date in the second year thereafter,  
40%; for any Distribution Date in the third year thereafter, 60%; for any       
Distribution Date in the fourth year thereafter, 80%; and for any Distribution  
Date thereafter, 100%..                                                         

      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 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.                   

     Priority Amount: As to any Distribution Date, the amount equal to
the sum of (i) the product of (A) the Scheduled Principal Distribution Amount,  
(B) the Shift Percentage, (C) the Senior Percentage and (D) the Priority        
Percentage and (ii) the product of (A) the Unscheduled Principal Distribution   
Amount, (B) the Prepayment Shift Percentage, (C) the Senior Prepayment          
Percentage and (D) the Priority Percentage.                                     

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    Priority Percentage: As to any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is the Class Certificate       
Balance of the Class A-6 Certificates immediately prior to such Distribution    
Date, and the denominator of which is the aggregate Class Certificate Balance   
of the Senior Certificates (other than the Class PO Certificates) immediately   
prior to such Distribution Date.                                                

   Private Certificate: As specified in the Preliminary Statement.

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

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

      Prospectus Supplement: The Prospectus Supplement dated January 26,
2004 relating to the Offered Certificates.                                      

PUD: Planned Unit Development.                              

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

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

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

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

    Record Date: With respect to any Distribution Date, the close of
business on the last Business Day of the month preceding the month in which     
such Distribution Date occurs.                                                  

Reference Bank: As defined in Section 4.07.                 

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.

Relief Act: Servicemembers Civil Relief Act.                

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

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

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

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

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 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.                                                        

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

Required Coupon: 5.75% per annum.                           

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

     Residual Certificates: As specified in the Preliminary Statement.

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

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

    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.                                          

Scheduled Balances: Not applicable.                         

 Scheduled Classes: As specified in the Preliminary Statement.

       Scheduled Payment: The scheduled monthly payment on a Mortgage Loan
due on any Due Date allocable to principal and/or interest on such Mortgage     
Loan which, unless otherwise specified herein, 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.                        

   Scheduled Principal Distribution Amount: As to any Distribution
Date, an amount equal to the sum of the Non-PO Percentage all amounts           
described in subclauses (a) through (d) of clause (i) of the definition of      
"Non-PO Formula Principal Amount" for such Distribution Date; provided,         
however, that if a Bankruptcy Loss that is an Excess Loss is sustained with     
respect to a Mortgage Loan that is not a Liquidated Mortgage Loan, the          
Scheduled Principal Distribution Amount will be reduced on the related          
Distribution Date by the applicable Non-PO Percentage of the principal portion  
of such Bankruptcy Loss.                                                        

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

Seller: Countrywide or Park Granada, as applicable.         

   Senior Certificates: As specified in the Preliminary Statement.

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

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  Senior Percentage: As to any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is the aggregate of the Class  
Certificate Balances of each Class of Senior Certificates (other than the       
Class PO Certificates) immediately prior to such Distribution Date and the      
denominator of which is the aggregate of the Class Certificate Balances of all  
Classes of Certificates (other than the Class PO Certificates) immediately      
prior to such Distribution Date.                                                

      Senior Prepayment Percentage: For any Distribution Date during the
five years beginning on the first Distribution Date, 100%. The Senior           
Prepayment Percentage for any Distribution Date occurring on or after the       
fifth anniversary of the first Distribution Date will, except as provided       
herein, be as follows: for any Distribution Date in the first year thereafter,  
the Senior Percentage plus 70% of the Subordinated Percentage for such          
Distribution Date; for any Distribution Date in the second year thereafter,     
the Senior Percentage plus 60% of the Subordinated Percentage for such          
Distribution Date; for any Distribution Date in the third year thereafter, the  
Senior Percentage plus 40% of the Subordinated Percentage for such              
Distribution Date; for any Distribution Date in the fourth year thereafter,     
the Senior Percentage plus 20% of the Subordinated Percentage for such          
Distribution Date; and for any Distribution Date thereafter, the Senior         
Percentage for such Distribution Date (unless on any Distribution Date the      
Senior Percentage exceeds the initial Senior Percentage, in which case the      
Senior Prepayment Percentage for such Distribution Date will once again equal   
100%). Notwithstanding the foregoing, no decrease in the Senior Prepayment      
Percentage will occur unless both of the Senior Step Down Conditions are        
satisfied.                                                                      

      Senior Principal Distribution Amount: As to any Distribution Date,
the sum, not less than zero, of (i) the Senior Percentage of the applicable     
Non-PO Percentage of all amounts described in subclauses (a) through (d) of     
clause (i) of the definition of Non-PO Formula Principal Amount for such        
Distribution Date, (ii) with respect to each Mortgage Loan that became a        
Liquidated Mortgage Loan during the calendar month preceding the month of such  
Distribution Date, the lesser of (x) the Senior Percentage of the applicable    
Non-PO Percentage of the Stated Principal Balance of such Mortgage Loan and     
(y) either (A) the Senior Prepayment Percentage, or (B) if an Excess Loss was   
sustained with respect to such Liquidated Mortgage Loan during such prior       
calendar month, the Senior Percentage, of the applicable Non-PO Percentage of   
the amount of the Liquidation Proceeds allocable to principal received with     
respect to such Mortgage Loan, and (iii) the sum of (x) the Senior Prepayment   
Percentage of the applicable Non-PO Percentage of the amounts described in      
subclause (f) of clause (i) of the definition of Non-PO Formula Principal       
Amount for such Distribution Date plus (y) the Senior Prepayment Percentage of  
any Subsequent Recoveries described in clause (ii) of the definition of Non-PO  
Formula Principal Amount for such Distribution Date; provided, however, that    
if a Bankruptcy Loss that is an Excess Loss is sustained on a Mortgage Loan     
that is not a Liquidated Mortgage Loan, the Senior Principal Distribution       
Amount will be reduced on the related Distribution Date by the Senior           
Percentage of the applicable Non-PO Percentage of the principal portion of the  
Bankruptcy Loss.                                                                

        Senior Step Down Conditions: As of the first Distribution Date as to
which any decrease in the Senior Prepayment Percentage applies, (i) the         
outstanding principal balance of all Mortgage Loans delinquent 60 days or more  
(including Mortgage Loans in foreclosure, REO Property and Mortgage Loans the   
mortgagors of which are in bankruptcy) (averaged over the preceding six month   
period), as a percentage of the aggregate principal balance of the              
Subordinated Certificates on such Distribution Date, does not equal or exceed   
50% and (ii) cumulative Realized Losses with respect to the Mortgage Loans do   
not exceed (a) with respect to the Distribution Date on the fifth anniversary   
of the first Distribution Date, 30% of the Original Subordinate Principal       
Balance, (b) with respect to the Distribution Date on the sixth anniversary of  
the first Distribution Date, 35% of the Original Subordinate Principal          
Balance, (c) with respect to the Distribution Date on the seventh anniversary   
of the first Distribution Date, 40% of the Original Subordinate Principal       
Balance, (d) with respect to the Distribution Date on the eighth anniversary    
of the first Distribution Date, 45% of the Original Subordinate Principal       
Balance and (e) with                                                            

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respect to the Distribution Date on the ninth anniversary of the first          
Distribution Date, 50% of the Original Subordinate Principal Balance.           

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

      Servicing 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.               

      Shift Percentage: As to any Distribution Date occurring during the
five years beginning on the first Distribution Date, 0%. For any Distribution   
Date occurring on or after the fifth anniversary of the first Distribution      
Date will equal 100%.                                                           

        Special Hazard Coverage Termination Date: The point in time at which
the Special Hazard Loss Coverage Amount is reduced to zero.                     

  Special Hazard Loss: Any Realized Loss suffered by a Mortgaged
Property on account of direct physical loss but not including (i) any loss of   
a type covered by a hazard insurance policy or a flood insurance policy         
required to be maintained with respect to such Mortgaged Property pursuant to   
Section 3.09 to the extent of the amount of such loss covered thereby, or (ii)  
any loss caused by or resulting from:                                           

(a) normal wear and tear;                                   

   (b) fraud, conversion or other dishonest act on the part of the
   Trustee, the Master Servicer or any of their agents or employees (without
   regard to any portion of the loss not covered by any errors and omissions
policy);                                                              

        (c) errors in design, faulty workmanship or faulty materials, unless
 the collapse of the property or a part thereof ensues and then only for
the ensuing loss;                                                     

        (d) nuclear or chemical reaction or nuclear radiation or radioactive
or chemical contamination, all whether controlled or uncontrolled, and
whether such loss be direct or indirect, proximate or remote or be in 
whole or in part caused by, contributed to or aggravated by a peril   
covered by the definition of the term "Special Hazard Loss;"          

     (e) hostile or warlike action in time of peace and war, including
  action in hindering, combating or defending against an actual, impending
or expected attack:                                                   

           1. by any government or sovereign power, de jure or de facto,
   or by any authority maintaining or using military, naval or air
forces; or                                                  

2. by military, naval or air forces; or           

        3. by an agent of any such government, power, authority or
forces;                                                     

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    (f) any weapon of war employing nuclear fission, fusion or other
radioactive force, whether in time of peace or war; or                

        (g) insurrection, rebellion, revolution, civil war, usurped power or
action taken by governmental authority in hindering, combating or     
defending against such an occurrence, seizure or destruction under    
quarantine or customs regulations, confiscation by order of any       
government or public authority or risks of contraband or illegal      
transportation or trade.                                              

  Special Hazard Loss Coverage Amount: With respect to the first
Distribution Date, $4,190,000. With respect to any Distribution Date after the  
first Distribution Date, the lesser of (a) the greatest of (i) 1% of the        
aggregate of the principal balances of the Mortgage Loans, (ii) twice the       
principal balance of the largest Mortgage Loan and (iii) the aggregate of the   
principal balances of all Mortgage Loans secured by Mortgaged Properties        
located in the single California postal zip code area having the highest        
aggregate principal balance of any such zip code area and (b) the Special       
Hazard Loss Coverage Amount as of the Closing Date less the amount, if any, of  
Special Hazard Losses allocated to the Certificates since the Closing Date.     
All principal balances for the purpose of this definition will be calculated    
as of the first day of the calendar month preceding the month of such           
Distribution Date after giving effect to Scheduled Payments on the Mortgage     
Loans then due, whether or not paid.                                            

        Special Hazard Mortgage Loan: A Liquidated Mortgage Loan as to which
a Special Hazard Loss has occurred.                                             

 SR-A-R Interest: The sole class of "residual interest" in the
Subsidiary REMIC.                                                               

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 its amortization schedule at that time relating thereto (before    
any adjustment to the amortization schedule by reason of any moratorium or      
similar waiver or grace period) after giving effect to the sum of: (i) the      
payment of principal due on such Due Date, irrespective of any delinquency in   
payment by the related Mortgagor and (ii) Principal Prepayments and             
Liquidation Proceeds received with respect to that Mortgage Loan through the    
last day of the related Prepayment Period.                                      

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.                                                            

Subordinated Certificates: As specified in the Preliminary  
Statement.                                                                      

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

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

   Subordinated Principal Distribution Amount: With respect to any
Distribution Date, an amount equal to the excess of (A) the sum, not less than  
zero, of (i) the Subordinated Percentage of the                                 

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applicable Non-PO Percentage of all amounts described in subclauses (a)         
through (d) of clause (i) of the definition of Non-PO Formula Principal Amount  
for such Distribution Date, (ii) with respect to each Mortgage Loan that        
became a Liquidated Mortgage Loan during the calendar month preceding the       
month of such Distribution Date, the applicable Non-PO Percentage of the        
amount of the Liquidation Proceeds allocated to principal received with         
respect thereto remaining after application thereof pursuant to clause (ii) of  
the definition of Senior Principal Distribution Amount, up to the Subordinated  
Percentage of the applicable Non-PO Percentage of the Stated Principal Balance  
of such Mortgage Loan, (iii) the Subordinated Prepayment Percentage of the      
applicable Non-PO Percentage of all amounts described in subclause (f) of       
clause (i) of the definition of Non-PO Formula Principal Amount for such        
Distribution Date, and (iv) the Subordinated Prepayment Percentage of any       
Subsequent Recoveries described in clause (ii) of the definition of Non-PO      
Formula Principal Amount for such Distribution Date, over (B) the amount of     
any payments in respect of Class PO Deferred Amounts on the related             
Distribution Date.                                                              

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

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

Subsidiary REMIC: As described in the Preliminary Statement.

        Subsidiary REMIC Interest: Any one of the Subsidiary REMIC Interests
or the SR-A-R Interest.                                                         

Subsidiary REMIC Regular Interest: Any one of the "regular  
interests" in the Subsidiary REMIC described in the Preliminary Statement.      

     Substitute Mortgage Loan: A Mortgage Loan substituted by a 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) not be a Cooperative Loan     
unless the Deleted Mortgage Loan was a Cooperative Loan and (vi) comply with    
each representation and warranty set forth in Section 2.03 hereof.              

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

     Targeted Balance: With respect to any group of Targeted Principal
Classes or Components in the aggregate and any Distribution Date appearing in   
Schedule V hereto, the Aggregate Targeted Balance for such group and            
Distribution Date. With respect to any other Targeted Principal Class or        
Component and any Distribution Date appearing in Schedule V hereto, the         
applicable amount appearing opposite such Distribution Date for such Class or   
Component.                                                                      

Targeted Principal Classes: As specified in the Preliminary 
Statement.                                                                      

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

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

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

       Trust Fund: The corpus of the trust created hereunder 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 thereof; (ii) the Certificate Account and    
the Distribution Account, and all amounts deposited therein pursuant to the     
applicable provisions of this Agreement; (iii) property that secured a          
Mortgage Loan and has been acquired by foreclosure, deed-in-lieu of             
foreclosure or otherwise; and (iv) all proceeds of the conversion, voluntary    
or involuntary, of any of the foregoing.                                        

        Trustee: The Bank of New York and its successors and, if a successor
trustee is appointed hereunder, 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.                                                                        

       Trustee Fee Rate: With respect to each Mortgage Loan, the per annum
rate agreed upon in writing on or prior to the Closing Date by the Trustee and  
the Depositor.                                                                  

      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.                                                                       

Underwriter(s): As specified in the Preliminary Statement.  

     Unscheduled Principal Distribution Amount: As to any Distribution
Date, an amount equal to the sum of (i) with respect to each Mortgage Loan      
that became a Liquidated Mortgage Loan during the calendar month preceding the  
month of such Distribution Date, the applicable Non-PO Percentage of the        
Liquidation Proceeds allocable to principal received with respect to such       
Mortgage Loan, (ii) the applicable Non-PO Percentage of the amount described    
in subclause (f) of clause (i) of the definition of "Non-PO Formula Principal   
Amount" for such Distribution Date and (iii) any Subsequent Recoveries          
described in clause (ii) of the definition of "Non-PO Formula Principal         
Amount" for such Distribution Date.                                             

 Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. As of any date of           
determination, (a) 1% of all Voting Rights shall be allocated to each Class of  
Notional Amount Certificates, if any (such Voting Rights to be allocated among  
the holders of Certificates of each such Class in accordance with their         
respective Percentage Interests), and (b) the remaining Voting Rights (or 100%  
of the Voting Rights if there is no Class of Notional                           

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

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ARTICLE II  

CONVEYANCE OF MORTGAGE LOANS; 
REPRESENTATIONS AND WARRANTIES  

SECTION 2.01. Conveyance of Mortgage Loans.                 
----------------------------    

 (a) Each Seller, concurrently with the execution and delivery
hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to    
the Depositor, without recourse, all its respective right, title and interest   
in and to the related 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 both Countrywide Mortgage Loans and  
Park Granada 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 applicable Distribution Date, an amount equal to     
one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date  
Principal Balance of such Mortgage Loan.                                        

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

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

     (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;

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        (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 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, 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 (which may be included
in a blanket assignment or assignments), together with, except as     
 provided below, all interim recorded assignments of such mortgage (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
  lender's title policy or a printout of the electronic equivalent and all
riders thereto; and                                                   

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

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

(B) The executed Security Agreement;              

(C) The executed Proprietary Lease;               

(D) The executed Recognition Agreement;           

         (E) The executed UCC-1 financing statement with evidence of
     recording thereon which have been filed in all places required to
        perfect the Seller's interest in the Coop Shares and the Proprietary
Lease; and                                                  

  (F) The executed UCC-3 financing statements or other
appropriate UCC financing statements required by state law, 
     evidencing a complete and unbroken line from the mortgagee to the
     Trustee with evidence of recording thereon (or in a form suitable
for recordation).                                           

       In addition, in connection with the assignment of any MERS Mortgage
Loan, each Seller agrees that it will cause, at the Trustee's expense, the      
MERS(R) System to indicate that the Mortgage Loans sold by such Seller to the   
Depositor have been assigned by that Seller to the Trustee in accordance        

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

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

As promptly as practicable subsequent to such transfer and  
assignment, and in any event, within thirty (30) days thereafter, the Trustee   
shall (i) as the assignee thereof, affix the following language to each         
assignment of Mortgage: "CWALT, Inc., Series 2004-1, The Bank of New York, as   
trustee", (ii) cause such assignment to be in proper form for recording in the  
appropriate public office for real property records and (iii) 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, 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 that the     
Trustee need not cause to be recorded any assignment which relates to a         
Mortgage Loan (a) the Mortgaged Property and Mortgage File relating to which    
are located in                                                                  

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California or (b) in any other jurisdiction (including Puerto Rico) under the   
laws of which in the opinion of counsel the recordation of such assignment is   
not necessary to protect the Trustee's and the Certificateholders' interest in  
the related Mortgage Loan.                                                      

      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 hereof.                                                         

      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) 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) shall use its best reasonable efforts to effect a       
substitution, rather than a repurchase of, such Deleted Mortgage Loan and       
provided further that the cure period provided for in Section 2.02 or in        
Section 2.03 shall not apply to the initial delivery of the Mortgage File for   
such Delay Delivery Mortgage Loan, but rather Countrywide (on its own behalf    
and on behalf of Park Granada) 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.                                                     

SECTION 2.02. Acceptance by Trustee of the Mortgage Loans.  
           -------------------------------------------

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

    On or about the thirtieth (30th) day after the Closing Date, the
Trustee shall deliver to the Depositor, the Master Servicer and Countrywide     
(on its own behalf and on behalf of Park Granada) a Delay Delivery              
Certification with respect to the Mortgage Loans in the form annexed hereto as  
Exhibit G-1, with any applicable exceptions noted thereon.                      

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    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) a Final Certification with respect to     
the Mortgage Loans in the form annexed hereto as Exhibit H-1, 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 which does not meet the requirements of  
Section 2.01, the Trustee shall list such as an exception in the Final          
Certification; provided, however that the Trustee shall not make any            
determination as to whether (i) any endorsement is sufficient to transfer all   
right, title and interest of the party so endorsing, as noteholder or assignee  
thereof, in and to that Mortgage Note or (ii) any assignment is in recordable   
form or is sufficient to effect the assignment of and transfer to the assignee  
thereof under the mortgage to which the assignment relates. Countrywide (on     
its own behalf and on behalf of Park Granada) 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) 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) 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) and the Trustee over the location or status of the recorded document,  
then such substitution or purchase shall occur within 720 days from the         
Closing Date. The Trustee shall deliver written notice to each Rating Agency    
within 270 days from the Closing Date indicating each Mortgage Loan (a) which   
has not been returned by the appropriate recording office or (b) as to which    
there is a dispute as to location or status of such Mortgage Loan. Such notice  
shall be delivered every 90 days thereafter until the related Mortgage Loan is  
returned to the Trustee. Any such substitution pursuant to (a) above or         
purchase pursuant to (b) above shall not be effected prior to the delivery to   
the Trustee of the Opinion of Counsel required by Section 2.05 hereof, if any,  
and any substitution pursuant to (a) above shall not be effected prior to the   
additional delivery to the Trustee of a Request for Release substantially in    
the form of Exhibit N. No substitution is permitted to be made in any calendar  
month after the Determination Date for such month. The Purchase Price for any   
such Mortgage Loan shall be deposited by Countrywide (on its own behalf and on  
behalf of Park Granada) 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) and shall execute and deliver at          
Countrywide's (on its own behalf and on behalf of Park Granada) 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), or a designee, the Trustee's interest    
in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing     
provisions Countrywide (on its own behalf and on behalf of Park Granada)        
repurchases an 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) or its designee and shall     
cause such Mortgage to be removed from registration on the MERS(R) System in    
accordance with MERS' rules and regulations or (ii) cause MERS to designate on  
the MERS(R) System Countrywide (on its own behalf and on behalf of Park         
Granada) or its designee as the beneficial holder of such Mortgage Loan.        

(b) [Reserved].                                             

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        (c) The Trustee shall retain possession and custody of each Mortgage
File in accordance with and subject to the terms and conditions set forth       
herein. 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.                                              

      (d) 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 and Schedule II-B 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 all of 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.                                     

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

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

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which are made to the best of a Seller's knowledge, if it is discovered by      
either the Depositor, a Seller or the Trustee that the substance of such        
representation and warranty is inaccurate and such inaccuracy materially and    
adversely affects the value of the related Mortgage Loan or the interests of    
the Certificateholders therein, notwithstanding that Seller's lack of           
knowledge with respect to the substance of such representation or warranty,     
such inaccuracy shall be deemed a breach of the applicable representation or    
warranty.                                                                       

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

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

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

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

   SECTION 2.05. Delivery of Opinion of Counsel in Connection with
                 -------------------------------------------------
Substitutions.        
-------------         

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

       (b) Upon discovery by the Depositor, a Seller, the Master Servicer,
or the Trustee that any Mortgage Loan does not constitute a "qualified          
mortgage" within the meaning of Section 860G(a)(3) of the Code, the party       
discovering such fact shall promptly (and in any event within five (5)          
Business Days of discovery) give written notice thereof to the other parties.   
In connection therewith, the Trustee shall require Countrywide (on its own      
behalf and on behalf of Park Granada) 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                                                                 

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Mortgage Loan to be released pursuant hereto in the same manner, and on the     
same terms and conditions, as it would a Mortgage Loan repurchased for breach   
of a representation or warranty contained in Section 2.03.                      

SECTION 2.06. Execution and Delivery of Certificates.       
      --------------------------------------

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

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ARTICLE III   

ADMINISTRATION AND SERVICING  
OF MORTGAGE LOANS 

SECTION 3.01. Master Servicer to Service Mortgage Loans.    
         -----------------------------------------

    For and on behalf of the Certificateholders, the Master Servicer
shall service and administer the Mortgage Loans in accordance with the terms    
of this Agreement and customary and usual standards of practice of prudent      
mortgage loan servicers. In connection with such servicing and administration,  
the Master Servicer shall have full power and authority, acting alone and/or    
through Subservicers as provided in Section 3.02 hereof, subject to the terms   
hereof (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, 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 hereunder to fail to qualify as a REMIC or        
result in the imposition of any tax under Section 860F(a) or Section 860G(d)    
of the Code. Without limiting the generality of the foregoing, the Master       
Servicer, in its own name or in the name of the Depositor and the Trustee, is   
hereby authorized and empowered by the Depositor and the Trustee, when the      
Master Servicer believes it appropriate in its reasonable judgment, to execute  
and deliver, on behalf of the Trustee, the Depositor, the Certificateholders    
or any of them, any and all instruments of satisfaction or cancellation, or of  
partial or full release or discharge and all other comparable instruments,      
with respect to the Mortgage Loans, and with respect to the Mortgaged           
Properties held for the benefit of the Certificateholders. The Master Servicer  
shall prepare and deliver to the Depositor and/or the Trustee such documents    
requiring execution and delivery by either or both of them as are necessary or  
appropriate to enable the Master Servicer to service and administer the         
Mortgage Loans to the extent that the Master Servicer is not permitted to       
execute and deliver such documents pursuant to the preceding sentence. Upon     
receipt of such documents, the Depositor and/or the Trustee shall execute such  
documents and deliver them to the Master Servicer. The Master Servicer further  
is authorized and empowered by the Trustee, on behalf of the                    
Certificateholders and the Trustee, in its own name or in the name of the       
Subservicer, when the Master Servicer or the Subservicer, as the case may be,   
believes it appropriate in its best judgment to register any Mortgage Loan on   
the MERS(R) System, or cause the removal from the registration of any Mortgage  
Loan on the MERS(R) System, to execute and deliver, on behalf of the Trustee    
and the Certificateholders or any of them, any and all instruments of           
assignment and other comparable instruments with respect to such assignment or  
re-recording of a Mortgage in the name of MERS, solely as nominee for the       
Trustee and its successors and assigns.                                         

    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                                                                              

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

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

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

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

SECTION 3.04. Trustee to Act as Master Servicer.            
 ---------------------------------

        In the event that the Master Servicer shall for any reason no longer
be the Master Servicer hereunder (including by reason of an Event of Default),  
the Trustee or its successor shall thereupon assume all of the rights and       
obligations of the Master Servicer hereunder arising thereafter (except that    
the Trustee shall not be (i) liable for losses of the Master Servicer pursuant  
to Section 3.09 hereof or any acts or omissions of the predecessor Master       
Servicer hereunder), (ii) obligated to make Advances if it is prohibited from   
doing so by applicable law, (iii) obligated to effectuate repurchases or        
substitutions of Mortgage Loans hereunder including, but not limited to,        
repurchases or substitutions of Mortgage Loans pursuant to Section 2.02 or      
2.03 hereof, (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 hereunder). Any such assumption shall be subject to         
Section 7.02 hereof. If the Master Servicer shall for                           

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any reason no longer be the Master Servicer (including by reason of any Event   
of Default), the Trustee or its successor shall succeed to any rights and       
obligations of the Master Servicer under each subservicing agreement;           
provided, however, that, if Countrywide Home Loans Servicing LP shall no        
longer be the Master Servicer, Countrywide Home Loans Servicing LP shall        
thereafter continue to be entitled to receive the Excess Master Servicing Fee,  
and any successor servicer shall be entitled to receive only the Basic Master   
Servicing Fee.                                                                  

  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.
         -----------------------------

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

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

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

             (ii) all payments on account of interest on the Mortgage Loans,
      net of the Basic Master Servicing Fee and any lender-paid mortgage
 insurance premiums and, for so long as Countrywide Home Loans
  Servicing LP is the Master Servicer, the related Excess Master
Servicing Fee;                                              

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     (iii) all Insurance Proceeds, Subsequent Recoveries and
  Liquidation Proceeds, other than proceeds to be applied to the
      restoration or repair of the 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 pursuant to Section 3.05(e) 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 rental
income from REO Property pursuant to Section 3.11 hereof;   

(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 hereunder.

       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 Basic Master Servicing   
Fee and, for so long as Countrywide Home Loans Servicing LP is the Master       
Servicer, the related Excess Master Servicing Fee.                              

    The foregoing requirements for remittance by the Master Servicer
shall be exclusive, it being understood and agreed that, without limiting the   
generality of the foregoing, payments in the nature of prepayment penalties,    
late payment charges or assumption fees, if collected, need not be remitted by  
the Master Servicer. In the event that the Master Servicer shall remit any      
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 herein 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 (other    
than any funds attributed to any Excess Master Servicing Fee) until withdrawn   
in accordance with Section 3.08.                                                

(c) [Reserved].                                             

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

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            (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 herein 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        
(other than any funds attributed to any Excess Master Servicing Fee) until      
disbursed in accordance with this Agreement or withdrawn in accordance with     
Section 3.08. In no event shall the Trustee incur liability for withdrawals     
from the Distribution Account at the direction of the Master Servicer.          

(e) Each institution at which the Certificate Account 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 herein. 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 prior to any change thereof.                                            

     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 herein 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                

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payments made pursuant to Sections 3.01 hereof (with respect to taxes and       
assessments and insurance premiums) and 3.09 hereof (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 hereof. 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 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.                                              

  If Countrywide Home Loans Servicing LP is not acting as Master
Servicer, the successor Master Servicer shall provide Countrywide Home Loans    
Servicing LP with such information as may be necessary to verify the amount of  
the Excess Master Servicing Fee for each Distribution Date. If a question       
should arise as to the proper amount of the Excess Master Servicing Fee, the    
successor Master Servicer shall provide Countrywide Home Loans Servicing LP     
with access to such books and records and personnel of the successor Master     
Servicer as may be necessary to establish the proper amount of the Excess       
Master Servicing Fee.                                                           

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

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

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

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     (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) which 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 Basic Master Servicing Fees as provided
in Section 3.11 hereof;                                               

       (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 thereon after the date
of such purchase;                                                     

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

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

 (ix) on or prior to the Distribution Account Deposit Date, to
 withdraw an amount equal to the related Available Funds and the Trustee
Fee (and, if Countrywide Home Loans Servicing LP is not the Master    
Servicer, an amount equal to the Excess Master Servicing 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 hereof.                    

       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 last 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;                                                                 

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(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;                                                  

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

  (vii) if Countrywide Home Loans Servicing LP is not the Master
   Servicer, to pay to Countrywide Home Loans Servicing LP the Excess Master
Servicing Fee for the related Distribution Date.                      

(c) [Reserved].                                             

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

  (a) The Master Servicer shall cause to be maintained, for each
Mortgage Loan, hazard insurance with extended coverage in an amount that is at  
least equal to the lesser of (i) the maximum insurable value of the             
improvements securing such Mortgage Loan or (ii) the greater of (y) the         
outstanding principal balance of the Mortgage Loan 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 Liquidation Proceeds or        
Subsequent Recoveries to the extent permitted by Section 3.08 hereof. It is     
understood and agreed that no earthquake or other additional insurance is to    
be required of any Mortgagor or maintained on property acquired in respect of   
a Mortgage other than pursuant to such applicable laws and regulations as       
shall at any time be in force and as shall require such additional insurance.   
If the Mortgaged Property is located at the time of origination of the          
Mortgage Loan in a federally designated special flood hazard area and such      
area is participating in the national flood insurance program, the Master       
Servicer shall cause flood insurance to be maintained with respect to such      
Mortgage Loan. Such flood insurance shall be in an amount equal to the least    
of (i) the original principal balance of the related Mortgage Loan, (ii)        

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the replacement value of the improvements which are part of such Mortgaged      
Property, and (iii) the maximum amount of such insurance available for the      
related Mortgaged Property under the national flood insurance program.          

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

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

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

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

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

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

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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) hereof, in any case in which  
a Mortgaged Property has been conveyed to a Person by a Mortgagor, and such     
Person is to enter into an assumption agreement or modification agreement or    
supplement to the Mortgage Note or Mortgage that requires the signature of the  
Trustee, or if an instrument of release signed by the Trustee is required       
releasing the Mortgagor from liability on the Mortgage Loan, the Master         
Servicer shall prepare and deliver or cause to be prepared and delivered to     
the Trustee for signature and shall direct, in writing, the Trustee to execute  
the assumption agreement with the Person to whom the Mortgaged Property is to   
be conveyed and such modification agreement or supplement to the Mortgage Note  
or Mortgage or other instruments as are reasonable or necessary to carry out    
the terms of the Mortgage Note or Mortgage or otherwise to comply with any      
applicable laws regarding assumptions or the transfer of the Mortgaged          
Property to such Person. In connection with any such assumption, no material    
term of the Mortgage Note may be changed. In addition, the substitute           
Mortgagor and the Mortgaged Property must be acceptable to the Master Servicer  
in accordance with its underwriting standards as then in effect. Together with  
each such substitution, assumption or other agreement or instrument delivered   
to the Trustee for execution by it, the Master Servicer shall deliver an        
Officer's Certificate signed by a Servicing Officer stating that the            
requirements of this subsection have been met in connection therewith. The      
Master Servicer shall notify the Trustee that any such substitution or          
assumption agreement has been completed by forwarding to the Trustee the        
original of such substitution or assumption agreement, which in the case of     
the original shall be added to the related Mortgage File and shall, for all     
purposes, be considered a part of such Mortgage File to the same extent as all  
other documents and instruments constituting a part thereof. Any fee collected  
by the Master Servicer for entering into an assumption or substitution of       
liability agreement will be retained by the Master Servicer as additional       
servicing compensation.                                                         

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

     (a) The Master Servicer shall use reasonable efforts to foreclose
upon or otherwise comparably convert the ownership of properties securing such  
of the Mortgage Loans as come into and continue in default and as to which no   
satisfactory arrangements can be made for collection of delinquent payments.    
In connection with such foreclosure or other conversion, the Master Servicer    
shall follow such practices and procedures as it shall deem necessary or        
advisable and as shall be normal and usual in its general mortgage servicing    
activities and meet the requirements of the insurer under any Required          
Insurance Policy; provided, however, that the Master Servicer shall not be      
required to expend its own funds in connection with any foreclosure or towards  
the restoration of any property unless it shall determine (i) that such         
restoration and/or foreclosure will increase the proceeds of liquidation of     
the Mortgage Loan after reimbursement to itself of such expenses and (ii) that  
such expenses will be recoverable to it through Liquidation Proceeds            
(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 liquidation         
proceeds and Subsequent Recoveries with respect to the related Mortgaged        
Property, as provided in the definition of Liquidation Proceeds. If the Master  
Servicer has knowledge that a Mortgaged Property which the Master Servicer is   
contemplating acquiring in foreclosure or by deed in lieu of foreclosure is     
located within a 1 mile radius of any site listed in the Expenditure Plan for   
the Hazardous Substance Clean Up Bond Act of 1984 or other site with            

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environmental or hazardous waste risks known to the Master Servicer, the        
Master Servicer will, prior to acquiring the Mortgaged Property, consider such  
risks and only take action in accordance with its established environmental     
review procedures.                                                              

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

       In the event that the Trust Fund acquires any Mortgaged Property as
aforesaid or otherwise in connection with a default or imminent default on a    
Mortgage Loan, the Master Servicer shall dispose of such Mortgaged Property as  
soon as practicable in a manner that maximizes the Liquidation Proceeds         
thereof, but in no event later than three years after its acquisition by the    
Trust Fund. In that event, the Trustee shall have been supplied with an         
Opinion of Counsel to the effect that the holding by the Trust Fund of such     
Mortgaged Property subsequent to a three-year period, if applicable, will not   
result in the imposition of taxes on "prohibited transactions" of any REMIC     
hereunder as defined in section 860F of the Code or cause any REMIC hereunder   
to fail to qualify as a REMIC at any time that any Certificates are             
outstanding, the Trust Fund may continue to hold such Mortgaged Property        
(subject to any conditions contained in such Opinion of Counsel) after the      
expiration of such three-year period. Notwithstanding any other provision of    
this Agreement, no Mortgaged Property acquired by the Trust Fund shall be       
rented (or allowed to continue to be rented) or otherwise used for the          
production of income by or on behalf of the Trust Fund in such a manner or      
pursuant to any 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                          

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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 Basic 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 Basic Master Servicing Fees; second, to reimburse the    
Master Servicer for any unreimbursed Advances; third, to reimburse the          
Certificate Account for any Nonrecoverable Advances (or portions thereof) that  
were previously withdrawn by the Master Servicer 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 hereunder 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 hereto, 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) The Master Servicer may agree to a modification of any Mortgage
Loan (the "Modified Mortgage Loan") if (i) the modification is in lieu of a     
refinancing and (ii) the Mortgage Rate on the Modified Mortgage Loan is         
approximately a prevailing market rate for newly-originated mortgage            

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loans having similar terms and (iii) the Master Servicer purchases the          
Modified Mortgage Loan from the Trust Fund as described below. Effective        
immediately after the modification, and, in any event, on the same Business     
Day on which the modification occurs, all interest of the Trustee in the        
Modified Mortgage Loan shall automatically be deemed transferred and assigned   
to the Master Servicer 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 the Master Servicer. 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.                                                  

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 the Master Servicer 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 the Master Servicer any Modified Mortgage Loan previously            
transferred and assigned pursuant hereto. The Master Servicer 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 the Master Servicer (but such obligation shall not prevent     
the Master Servicer or any other appropriate Person from in good faith          
contesting any such tax in appropriate proceedings and shall not prevent the    
Master Servicer from withholding payment of such tax, if permitted by law,      
pending the outcome of such proceedings). The Master Servicer 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 the Master Servicer.                                                         

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

        Upon the payment in full of any Mortgage Loan, or the receipt by the
Master Servicer of a notification that payment in full will be escrowed in a    
manner customary for such purposes, the Master Servicer will immediately        
notify the Trustee by delivering, or causing to be delivered a "Request for     
Release" substantially in the form of Exhibit N. Upon receipt of such request,  
the Trustee shall promptly release the related Mortgage File to the Master      
Servicer, and the Trustee shall at the Master Servicer's direction execute and  
deliver to the Master Servicer the request for reconveyance, deed of            
reconveyance or release or satisfaction of mortgage or such instrument          
releasing the lien of the Mortgage in each case provided by the Master          
Servicer, together with the Mortgage Note with written evidence of              
cancellation thereon. The Master Servicer is authorized to cause the removal    
from the registration on the MERS System of such Mortgage and to execute and    
deliver, on behalf of the Trustee and the Certificateholders or any of them,    
any and all instruments of satisfaction or cancellation or of partial or full   
release. Expenses incurred in connection with any instrument of satisfaction    
or deed of reconveyance shall be chargeable to the related Mortgagor. From      
time to time and as shall be appropriate for the servicing or foreclosure of    
any Mortgage Loan, including for such purpose, collection under any policy of   
flood insurance, any fidelity bond or errors or omissions policy, or for the    
purposes of effecting a partial release of any Mortgaged Property from the      
lien of the Mortgage or the making of any corrections to the Mortgage Note or   
the Mortgage or any of the other documents included in the Mortgage File, the   
Trustee shall, upon delivery to the Trustee of a Request for Release in the     
form of Exhibit M signed by a Servicing Officer, release the Mortgage File to   
the Master Servicer. Subject to the further limitations set forth below, the    
Master Servicer shall cause the Mortgage File or documents so released to be    
returned to                                                                     

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the Trustee when the need therefor by the Master Servicer no longer exists,     
unless the Mortgage Loan is liquidated and the proceeds thereof are deposited   
in the Certificate Account, in which case the Master Servicer shall deliver to  
the Trustee a Request for Release in the form of Exhibit N, signed by a         
Servicing Officer.                                                              

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

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

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

SECTION 3.14. Servicing Compensation.                       
----------------------          

     As compensation for its activities hereunder, the Master Servicer
shall be entitled to retain or withdraw from the Certificate Account an amount  
equal to the sum of the Basic Master Servicing Fee and the Excess Master        
Servicing Fee; provided, that the aggregate Basic Master Servicing Fee with     
respect to any Distribution Date shall be reduced (i) by an amount equal to     
the aggregate of the Prepayment Interest Shortfalls on all of the Mortgage      
Loans, if any, with respect to such Distribution Date, but not to exceed the    
Compensating Interest for such Distribution Date, and (ii) with respect to the  
first Distribution Date, an amount equal to any amount to be deposited into     
the Distribution Account by the Depositor pursuant to Section 2.01(a) and not   
so deposited; provided further, that if a successor to Countrywide Home Loans   
Servicing LP shall be appointed as Master Servicer for any reason, the Excess   
Master Servicing Fee for each Distribution Date following such appointment      
shall be paid, pursuant to this Section 3.14, to Countrywide Home Loans         
Servicing LP pursuant to Section 3.08(b)(vii) hereof, and not to such           
successor to the Master Servicer.                                               

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

SECTION 3.15. Access to Certain Documentation.              
------------------------------- 

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

SECTION 3.16. Annual Statement as to Compliance.            
 ---------------------------------

     The Master Servicer shall deliver to the Depositor and the Trustee on
or before 80 days after the end of the Master Servicer's fiscal year,           
commencing with its 2004 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 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          
throughout such year, or, if there has been a default in the fulfillment of     
any such obligation, specifying each such default known to such officer and     
the nature and status thereof. The Trustee shall forward a copy of each such    
statement to each Rating Agency.                                                

  SECTION 3.17. Annual Independent Public Accountants' Servicing
                ------------------------------------------------
          Statement; Financial Statements.
         -------------------------------

      On or before 80 days after the end of the Master Servicer's fiscal
year, commencing with its 2004 fiscal year, the Master Servicer at its expense  
shall cause a nationally or regionally recognized firm of independent public    
accountants (who may also render other services to the Master Servicer, a       
Seller or any affiliate thereof) which is a member of the American Institute    
of Certified Public Accountants to furnish a statement to the Trustee and the   
Depositor to the effect that such firm has examined certain documents and       
records relating to the servicing of the Mortgage Loans under this Agreement    
or of mortgage loans under pooling and servicing agreements substantially       
similar to this Agreement (such statement to have attached thereto a schedule   
setting forth the pooling and servicing agreements covered thereby) and that,   
on the basis of such examination, conducted substantially in compliance with    
the Uniform Single Attestation Program for Mortgage Bankers or the Audit        
Program for Mortgages serviced for FNMA and FHLMC, such servicing has been      
conducted in compliance with such pooling and servicing agreements except for   
such significant exceptions or errors in records that, in the opinion of such   
firm, the Uniform Single Attestation Program for Mortgage Bankers or the Audit  
Program for Mortgages serviced for FNMA and FHLMC requires it to report. In     
rendering such statement, such firm may rely, as to matters relating to direct  
servicing of mortgage loans by                                                  

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Subservicers, upon comparable statements for examinations conducted             
substantially in compliance with the Uniform Single Attestation Program for     
Mortgage Bankers or the Audit Program for Mortgages serviced for FNMA and       
FHLMC (rendered within one year of such statement) of independent public        
accountants with respect to the related Subservicer. Copies of such statement   
shall be provided by the Trustee to any Certificateholder or Certificate Owner  
upon request at the Master Servicer's expense, provided that such statement is  
delivered by the Master Servicer to the Trustee.                                

 SECTION 3.18. 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.                                                                    

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ARTICLE IV  

DISTRIBUTIONS AND 
ADVANCES BY THE MASTER SERVICER 

SECTION 4.01. Advances.                                     
--------                        

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

   (b) If the Master Servicer determines that it will be unable to
comply with its obligation to make the Advances as and when described in the    
second sentence of Section 4.01(a), 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 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.                                                      

       (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                                        

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

(i) [Reserved];                                             

(ii) concurrently, to each interest-bearing Class of Senior 
  Certificates, an amount allocable to interest equal to the related Class
   Optimal Interest Distribution Amount, any shortfall being allocated among
such Classes in proportion to the amount of the Class Optimal Interest
Distribution Amount that would have been distributed in the absence of
 such shortfall, provided that prior to an Accrual Termination Date, the
related Accrual Amount shall be distributed as provided in Section    
4.02(a)(iii);                                                         

(iii) [Reserved];                                           

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

      (x) to the Class PO Certificates, an amount allocable to
principal equal to the PO Formula Principal Amount up to the
        outstanding Class Certificate Balance of such Class PO Certificates;
and                                                         

      (y) on each Distribution Date prior to the Senior Credit
        Support Depletion Date the Non-PO Formula Principal Amount up to the
amount of the Senior Principal Distribution Amount for such 
        Distribution Date will be distributed sequentially, in the following
order of priority:                                          

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

              2. to the Class A-6 Certificates, the Priority Amount,
     until its Class Certificate Balance is reduced to zero;

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

         4. to the Class A-5 Certificates, until its Class
Certificate Balance is reduced to zero; and       

               5. to the Class A-6 Certificates, without regard to the
             Priority Amount, until its Class Certificate Balance is reduced
to zero;                                          

      (v) to the Class PO Certificates, any Class PO Deferred Amount, up
 to an amount not to exceed the amount calculated pursuant to clause (A)
of the definition of the Subordinated Principal Distribution Amount   
actually received or advanced for such Distribution Date (with        

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such amount to be allocated first from amounts calculated pursuant to 
(A)(i) and (ii) then (iii) of the definition of Subordinated Principal
Distribution Amount);                                                 

(vi) to each Class of Subordinated Certificates, subject to 
paragraph (e) below, in the following order of priority:              

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

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

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

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

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

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

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

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

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

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

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

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

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(vii) [Reserved]; and                                       

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

On any Distribution Date, amounts distributed in respect of Class PO Deferred   
Amounts will not reduce the Class Certificate Balance of the Class PO           
Certificates.                                                                   

    On any Distribution Date, to the extent the Amount Available for
Senior Principal is insufficient to make the full distribution required to be   
made pursuant to subclause (iv)(x) above, (A) the amount distributable on the   
Class PO Certificates in respect of principal pursuant to such subclause        
(iv)(x) shall be equal to the product of (1) the Amount Available for Senior    
Principal and (2) a fraction, the numerator of which is the PO Formula          
Principal Amount and the denominator of which is the sum of the PO Formula      
Principal Amount and the Senior Principal Distribution Amount and (B) the       
amount distributable on the Senior Certificates, other than the Class PO        
Certificates, in respect of principal pursuant to clause (iv)(y) shall be       
equal to the product of (1) the Amount Available for Senior Principal and (2)   
a fraction, the numerator of which is the Senior Principal Distribution Amount  
and the denominator of which is the sum of the Senior Principal Distribution    
Amount and the PO Formula Principal Amount.                                     

       (b) On each Distribution Date prior to and including the applicable
Accrual Termination Date with respect to each Class or Component of Accrual     
Certificates, the Accrual Amount for such Class or Component for such           
Distribution Date shall not (except as provided in the second to last sentence  
in this paragraph) be distributed as interest with respect to such Class or     
Component of Accrual Certificates, but shall instead be added to the related    
Class Certificate Balance of such Class on the related Distribution Date. With  
respect to any Distribution Date prior to and including the applicable Accrual  
Termination Date on which principal payments on any Class or Component of       
Accrual Certificates are distributed pursuant to Section 4.02(a)(iv)(y), the    
related Accrual Amount shall be deemed to have been added on such Distribution  
Date to the related Class Certificate Balance or Component Balance (and         
included in the amount distributable on the related Class or Classes or         
Component of Accretion Directed Certificates pursuant to Section 4.02(a)(iii)   
for such Distribution Date) and the related distribution thereon shall be       
deemed to have been applied concurrently towards the reduction of all or a      
portion of the amount so added and, to the extent of any excess, towards the    
reduction of the Class Certificate Balance or Component Balance of such Class   
or Component of Accrual Certificates immediately prior to such Distribution     
Date. Notwithstanding any such distribution, each such Class or Component       
shall continue to be a Class of Accrual Certificates on each subsequent         
Distribution Date until the applicable Accrual Termination Date.                

       (c) On each Distribution Date on or after the Senior Credit Support
Depletion Date, notwithstanding the allocation and priority set forth in        
Section 4.02(a)(iv)(y), the portion of Available Funds available to be          
distributed as principal of the Senior Certificates (other than the Class PO    
Certificates) shall be distributed concurrently, as principal, on such          
Classes, pro rata, on the basis of their respective Class Certificate           
Balances, until the Class Certificate Balances thereof are reduced to zero.     

       (d) On each Distribution Date, the amount referred to in clause (i)
of the definition of Class Optimal Interest Distribution Amount for each Class  
of Certificates for such Distribution Date shall be reduced by (i) the related  
Class' pro rata share of Net Prepayment Interest Shortfalls based on such       
Class' Class Optimal Interest Distribution Amount for such Distribution Date,   
without taking into account such Net Prepayment Interest Shortfalls and (ii)    
the related Class' Allocable Share of (A) after the Special Hazard Coverage     
Termination Date, with respect to each Mortgage Loan that became a Special      
Hazard Mortgage Loan during the calendar month preceding the month of such      
Distribution Date, the excess of one month's interest at the related Adjusted   
Net Mortgage Rate on the Stated Principal Balance of such                       

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Mortgage Loan as of the Due Date in such month over the amount of Liquidation   
Proceeds applied as interest on such Mortgage Loan with respect to such month,  
(B) after the Bankruptcy Coverage Termination Date, with respect to each        
Mortgage Loan that became subject to a Bankruptcy Loss during the calendar      
month preceding the month of such Distribution Date, the interest portion of    
the related Debt Service Reduction or Deficient Valuation, (C) each Relief Act  
Reduction incurred during the calendar month preceding the month of such        
Distribution Date and (D) after the Fraud Loss Coverage Termination Date, with  
respect to each Mortgage Loan that became a Fraud Loan during the calendar      
month preceding the month of such Distribution Date, the excess of one month's  
interest at the related Adjusted Net Mortgage Rate on the Stated Principal      
Balance of such Mortgage Loan as of the Due Date in such month over the amount  
of Liquidation Proceeds applied as interest on such Mortgage Loan with respect  
to such month.                                                                  

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

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

SECTION 4.03. [Reserved].                                   

SECTION 4.04. Allocation of Realized Losses.                
-----------------------------   

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

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

        (i) the applicable PO Percentage of any Realized Loss, including any
Excess Loss, shall be allocated to the Class PO Certificates until the
Class Certificate Balance thereof is reduced to zero; and             

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         (ii) (A) the applicable Non-PO Percentage of any Realized Loss (other
than an Excess Loss) shall be allocated first to the Subordinated     
Certificates in reverse order of their respective numerical Class     
  designations (beginning with the Class of Subordinated Certificates then
outstanding with the highest numerical Class designation) until the   
respective Class Certificate Balance of each such Class is reduced to 
zero, and second to the Senior Certificates (other than any Notional  
 Amount Certificates, if applicable, and the Class PO Certificates), pro
 rata on the basis of their respective Class Certificate Balances or, in
the case of any Class of Accrual Certificates or Accrual Component, on
   the basis of the lesser of their respective Class Certificate Balances or
Component Balance, as applicable, and their respective initial Class  
Certificate Balances or Component Balance, as applicable, in each case
  immediately prior to the related Distribution Date, until the respective
Class Certificate Balance or Component Balance of each such Class or  
Component is reduced to zero; and                                     

             (B) the applicable Non-PO Percentage of any Excess Losses shall
 be allocated to the Senior Certificates (other than any Notional Amount
Certificates, if applicable, and the Class PO Certificates) and the   
Subordinated Certificates then outstanding, pro rata, on the basis of 
  their respective Class Certificate Balances or, in the case of any Class
  of Accrual Certificates or Accrual Component, on the basis of the lesser
 of their respective Class Certificate Balances or Component Balance, as
applicable, and their respective initial Class Certificate Balances or
 Component Balance, as applicable, in each case immediately prior to the
   related Distribution Date, until the respective Class Certificate Balance
  or Component Balance of each such Class or Component is reduced to zero.

  (b) The Class Certificate Balance of the Class of Subordinated
Certificates then outstanding with the highest numerical Class designation      
shall be reduced on each Distribution Date by the sum of (i) the amount of any  
payments on the Class PO Certificates in respect of Class PO Deferred Amounts   
and (ii) the amount, if any, by which the aggregate of the Class Certificate    
Balances of all outstanding Classes of Certificates (after giving effect to     
the distribution of principal and the allocation of Realized Losses and Class   
PO Deferred Amounts on such Distribution Date) exceeds the Pool Stated          
Principal Balance for the following Distribution Date.                          

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

    (d) Any allocation of Realized Losses to a Certificate or to any
Component or any reduction in the Certificate Balance of a Certificate,         
pursuant to Section 4.04(a) above shall be accomplished by reducing the         
Certificate Balance or Component Balance thereof, as applicable, immediately    
following the distributions made on the related Distribution Date in            
accordance with the definition of "Certificate Balance" or "Component           
Balance," as the case may be. All Realized Losses or Excess Losses allocated    
to a Class of Component Certificates will be allocated, pro rata, to the        
related Components.                                                             

SECTION 4.05. [Reserved].                                   

SECTION 4.06. Monthly Statements to Certificateholders.     
        ----------------------------------------

        (a) Not later than each Distribution Date, the Trustee shall prepare
and cause to be forwarded by first class mail to each Certificateholder, the    
Master Servicer, the Depositor and each Rating Agency a statement setting       
forth with respect to the related distribution:                                 

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(i) the amount thereof allocable to principal, separately   
identifying the aggregate amount of any Principal Prepayments,        
Liquidation Proceeds and Subsequent Recoveries included therein;      

  (ii)the amount thereof allocable to interest, any Class Unpaid
Interest Amounts included in such distribution and any remaining Class
Unpaid Interest Amounts after giving effect to such distribution;     

(iii) if the distribution to the Holders of such Class of   
  Certificates is less than the full amount that would be distributable to
such Holders if there were sufficient funds available therefor, the   
 amount of the shortfall and the allocation thereof as between principal
and interest;                                                         

   (iv)the Class Certificate Balance of each Class of Certificates
   after giving effect to the distribution of principal on such Distribution
Date;                                                                 

        (v) the Pool Stated Principal Balance for the following Distribution
Date;                                                                 

 (vi)the Senior Percentage and Subordinated Percentage for the
following Distribution Date;                                          

  (vii) the amount of the Excess Master Servicing Fees and Basic
Master Servicing Fees paid to or retained by the Master Servicer with 
respect to such Distribution Date;                                    

    (viii) the Pass-Through Rate for each Class of Certificates with
respect to such Distribution Date;                                    

   (ix)the amount of Advances included in the distribution on such
  Distribution Date and the aggregate amount of Advances outstanding as of
the close of business on such Distribution Date;                      

        (x) the number and aggregate principal amounts of Mortgage Loans (A)
  delinquent (exclusive of Mortgage Loans in foreclosure) (1) 1 to 30 days
(2) 31 to 60 days (3) 61 to 90 days and (4) 91 or more days and (B) in
 foreclosure and delinquent (1) 1 to 30 days (2) 31 to 60 days (3) 61 to
  90 days and (4) 91 or more days, as of the close of business on the last
day of the calendar month preceding such Distribution Date;           

     (xi)with respect to any Mortgage Loan that became an REO Property
   during the preceding calendar month, the loan number and Stated Principal
Balance of such Mortgage Loan as of the close of business on the      
Determination Date preceding such Distribution Date and the date of   
acquisition thereof;                                                  

      (xii) the total number and principal balance of any REO Properties
(and market value, if available) as of the close of business on the   
Determination Date preceding such Distribution Date;                  

(xiii) the Senior Prepayment Percentage for the following   
Distribution Date;                                                    

     (xiv) the aggregate amount of Realized Losses incurred during the
preceding calendar month and the aggregate amount of Subsequent       
Recoveries, if any, reducing Realized Losses from preceding calendar  
months;                                                               

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        (xv)the Special Hazard Loss Coverage Amount, the Fraud Loss Coverage
Amount and the Bankruptcy Loss Coverage Amount, in each case as of the
related Determination Date; and                                       

      (xvi) with respect to the second Distribution Date, the number and
aggregate balance of any Delay Delivery Mortgage Loans not delivered  
within thirty days after the Closing Date.                            

The Trustee may make the above information available to Certificateholders via  
the Trustee's website at http://www.mbsreporting.com.                           

(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 hereto.                         

(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 clauses (a)(i), (a)(ii) and (a)(vii)    
of this Section 4.06 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 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                                                                      

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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 found on Telerate page 3750 as of 11:00   
a.m. London time on each LIBOR Determination Date. "Telerate Page 3750" means   
the display page currently so designated on the Moneyline Telerate Service      
(formerly the Dow Jones Markets) (or such other page as may replace that page   
on that service for the purpose of displaying comparable rates or prices).      

(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:                                         

   (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                          

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whole multiple of 1/32%) of the one-month United States dollar lending
rates that New York City banks selected by the Trustee are quoting, on
   the relevant Interest Determination Date, to the principal London offices
 of at least two of the Reference Banks to which such quotations are, in
  the opinion of the Trustee, being so made, or (ii) in the event that the
Trustee can determine no such arithmetic mean, the lowest one-month   
 United States dollar lending rate which New York City banks selected by
the Trustee are quoting on such Interest Determination Date to leading
European banks.                                                       

       (iii) If on any Interest Determination Date the Trustee is required
but is unable to determine the Reserve Interest Rate in the manner    
provided in paragraph (b) above, LIBOR for the related Classes of     
Certificates shall be LIBOR as determined on the preceding applicable 
Interest Determination Date or, in the case of the first Interest     
Determination Date, 1.10%.                                            

     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 the respective formulae appearing in footnotes        
corresponding to the LIBOR Certificates in the table relating to the            
Certificates in the Preliminary Statement.                                      

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

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

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ARTICLE V   

THE CERTIFICATES  

SECTION 5.01. The Certificates.                             
----------------                

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

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

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

    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 hereof, 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 herein provided. 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                                                                             

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Certificates are so surrendered for exchange, the Trustee shall execute,        
authenticate, and deliver the Certificates which the Certificateholder making   
the exchange is entitled to receive. Every Certificate presented or             
surrendered for registration of transfer or exchange shall be accompanied by a  
written instrument of transfer in form satisfactory to the Trustee duly         
executed by the holder thereof or his attorney duly authorized in writing.      

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

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

      (b) No transfer of a Private Certificate shall be made unless such
transfer is made pursuant to an effective registration statement under the      
Securities Act and any applicable state securities laws or is exempt from the   
registration requirements under said Act and such state securities laws. In     
the event that a transfer is to be made in reliance upon an exemption from the  
Securities Act and such laws, in order to assure compliance with the            
Securities Act and such laws, the Certificateholder desiring to effect such     
transfer and such Certificateholder's prospective transferee shall each         
certify to the Trustee in writing the facts surrounding the transfer in         
substantially the forms set forth in Exhibit J (the "Transferor Certificate")   
and (i) deliver a letter in substantially the form of either Exhibit K (the     
"Investment Letter") or Exhibit L (the "Rule 144A Letter") or (ii) there shall  
be delivered to the Trustee at the expense of the transferor an Opinion of      
Counsel that such transfer may be made pursuant to an exemption from the        
Securities Act. The Depositor shall provide to any Holder of a Private          
Certificate and any prospective transferee designated by any such Holder,       
information regarding the related Certificates and the Mortgage Loans and such  
other information as shall be necessary to satisfy the condition to             
eligibility set forth in Rule 144A(d)(4) for transfer of any such Certificate   
without registration thereof under the Securities Act pursuant to the           
registration exemption provided by Rule 144A. The Trustee and the Master        
Servicer shall cooperate with the Depositor in providing the Rule 144A          
information referenced in the preceding sentence, including providing to the    
Depositor such information regarding the Certificates, the Mortgage Loans and   
other matters regarding the Trust Fund as the Depositor shall reasonably        
request to meet its obligation under the preceding sentence. Each Holder of a   
Private Certificate desiring to effect such transfer shall, and does hereby     
agree to, indemnify the Trustee and the Depositor, the Sellers and the Master   
Servicer against any liability that may result if the transfer is not so        
exempt or is not made in accordance with such federal and state laws.           

       No transfer of an ERISA-Restricted Certificate shall be made unless
the Trustee shall have received either (i) a representation from the            
transferee of such Certificate acceptable to and in form and substance          
satisfactory to the Trustee (in the event such Certificate is a Private         
Certificate, such requirement is satisfied only by the Trustee's receipt of a   
representation letter from the transferee substantially in the form of Exhibit  
K or Exhibit L, or in the event such Certificate is a Residual Certificate,     
such requirement is satisfied only by the Trustee's receipt of a                
representation letter from the transferee substantially in the form of Exhibit  
I), to the effect that (x) such transferee is not an employee benefit plan or   
arrangement subject to Section 406 of ERISA or a plan or arrangement subject    
to Section 4975 of the Code, 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 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                                       

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(ii) in the case of any ERISA-Restricted Certificate presented for              
registration in the name of an employee benefit plan or arrangement subject to  
ERISA or a plan or arrangement subject to Section 4975 of the Code (or          
comparable provisions of any subsequent enactments), or a trustee or any other  
person acting on behalf of any such plan or arrangement or using such plan's    
or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee,     
which Opinion of Counsel shall not be an expense of either the Trustee or the   
Trust Fund, addressed to the Trustee 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 to any obligation in addition to those         
expressly undertaken in this Agreement or to any liability. 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        
Opinion of Counsel referred to in the preceding sentence is not so furnished,   
one of the representations in clause (i), as appropriate, shall be deemed to    
have been made to the Trustee by the transferee's (including an initial         
acquiror's) acceptance of the ERISA-Restricted Certificate. Notwithstanding     
anything else to the contrary herein, any purported transfer of an              
ERISA-Restricted Certificate to or on behalf of an employee benefit plan        
subject to ERISA or 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.                                           

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

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

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

(ii)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, in
addition to the certificates required to be delivered to the Trustee  
  under subparagraph (b) above, the Trustee shall have been furnished with
an affidavit (a "Transfer Affidavit") of the initial owner or the     
proposed transferee in the form attached hereto as Exhibit I.         

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

      (iv) Any attempted or purported Transfer of any Ownership Interest
  in a Residual Certificate in violation of the provisions of this Section
5.02(c) shall be absolutely null and void                             

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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. 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  
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                             

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

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

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

SECTION 5.04. Persons Deemed Owners.                        
---------------------           

The Master Servicer, the Trustee and any agent of the Master
Servicer or the Trustee may treat the Person in whose name any Certificate is   
registered as the owner of such Certificate for the purpose of receiving        
distributions as provided in this Agreement and for all other purposes          
whatsoever,                                                                     

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and neither the Master Servicer, the Trustee nor any agent of the Master        
Servicer or the Trustee shall be affected by any notice to the contrary.        

 SECTION 5.05. Access to List of Certificateholders' Names and
               -----------------------------------------------
Addresses.            
---------             

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

SECTION 5.06. Maintenance of Office or Agency.              
------------------------------- 

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

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ARTICLE VI  

THE DEPOSITOR AND THE MASTER SERVICER 

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

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

        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 herein 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.                                               

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

      None of the Depositor, the Master Servicer or any Seller or any of
the directors, officers, employees or agents of the Depositor, the Master       
Servicer or any Seller shall be under any liability to the Certificateholders   
for any action taken or for refraining from the taking of any action in good    
faith pursuant to this Agreement, or for errors in judgment; provided,          
however, that this provision shall not protect the Depositor, the Master        
Servicer, any Seller or any such Person against any breach of representations   
or warranties made by it herein 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, each Seller and any   
director, officer, employee or agent of the Depositor, the Master Servicer or   
each Seller may rely in good faith on any document of any kind prima facie      
properly executed and submitted by any Person respecting any matters arising    
hereunder. The Depositor, the Master Servicer, each Seller and any director,    
officer, employee or agent of the Depositor, the Master Servicer or any Seller  
shall be indemnified by the Trust Fund and held harmless against any loss,      
liability or expense incurred in connection with any audit, controversy or      
judicial proceeding relating to a governmental taxing authority or any legal    
action relating to this Agreement or the Certificates, other than any loss,     
liability or expense related to any specific Mortgage Loan or Mortgage Loans    
(except as any such loss, liability or expense shall be otherwise               

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reimbursable pursuant to this Agreement) and any loss, liability or expense     
incurred by reason of willful misfeasance, bad faith or gross negligence in     
the performance of duties hereunder or by reason of reckless disregard of       
obligations and duties hereunder. None of the Depositor, the Master Servicer    
or any Seller shall be under any obligation to appear in, prosecute or defend   
any legal action that is not incidental to its respective duties hereunder and  
which in its opinion may involve it in any expense or liability; provided,      
however, that any of the Depositor, the Master Servicer or any Seller may in    
its discretion undertake any such action that it may deem necessary or          
desirable in respect of this Agreement and the rights and duties of the         
parties hereto and interests of the Trustee and the Certificateholders          
hereunder. In such event, the legal expenses and costs of such action and any   
liability resulting therefrom shall be expenses, costs and liabilities of the   
Trust Fund, and the Depositor, the Master Servicer and each Seller shall be     
entitled to be reimbursed therefor out of the Certificate Account.              

SECTION 6.04. Limitation on Resignation of Master Servicer. 
            --------------------------------------------

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

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ARTICLE VII   

DEFAULT 

SECTION 7.01. Events of Default.                            
-----------------               

"Event of Default," wherever used herein, means any one of the  
following events:                                                               

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

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

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

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

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

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

   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 at the       
direction of 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),          
terminate all of the rights and obligations of the Master Servicer under this   

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Agreement and in and to the Mortgage Loans and the proceeds thereof, other      
than its rights as a Certificateholder hereunder. 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 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 hereunder.                                        

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 hereof, 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 herein and shall be subject to all the   
responsibilities, duties and liabilities relating thereto placed on the Master  
Servicer by the terms and provisions hereof 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; provided, however, that neither the Trustee nor     
any other successor to Countrywide Home Loans Servicing LP as Master Servicer   
shall be entitled to receive the Excess Master Servicing Fee. Notwithstanding   
the foregoing, if the Trustee has become the successor to the Master Servicer   
in accordance with Section 7.01 hereof, 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 hereof or if it is otherwise unable    
to so act, appoint, or petition a court of competent jurisdiction to appoint,   
any established mortgage loan servicing institution the appointment of which    
does not adversely affect the then current rating of the Certificates, by each  
Rating Agency as the successor to the Master Servicer hereunder in the          
assumption of all or any part of the responsibilities, duties or liabilities    
of the Master Servicer hereunder. Any successor to the Master Servicer shall    
be an institution which is a FNMA and FHLMC approved seller/servicer in good    
standing, which has a net worth of at least $15,000,000, and which is willing   
to service the Mortgage Loans and 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 hereof incurred      
prior to termination of the Master Servicer under Section 7.01), with like      
effect as if originally named as a party to this Agreement; and provided        
further that each Rating Agency acknowledges that its rating of the             
Certificates in effect                                                          

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immediately prior to such assignment and delegation will not be qualified or    
reduced as a result of such assignment and delegation. 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 hereof,     
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 Basic Master Servicing Fee permitted 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 Mortgagors of such change of servicer and shall, during the term  
of its service as master servicer maintain in force the policy or policies      
that the Master Servicer is required to maintain pursuant to Section 3.09.      

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

SECTION 7.03. Notification to Certificateholders.           
  ----------------------------------

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

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

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ARTICLE VIII  

CONCERNING THE TRUSTEE  

SECTION 8.01. Duties of Trustee.                            
-----------------               

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

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

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

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

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

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

       (iv)without in any way limiting the provisions of this Section 8.01
or Section 8.02 hereof, 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 or not it is required to
make an Advance under Section 4.01(b), shall have no responsibility to
ascertain or confirm any information contained in any Trustee Advance 
Notice, and shall have no obligation to make any Advance under Section
4.01(b) in the absence of a Trustee Advance Notice or actual knowledge

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of a Responsible Officer of the Trustee that (A) such Advance was not 
  made by the Master Servicer and (B) such Advance is not a Nonrecoverable
Advance.                                                              

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
   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;                                       

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

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

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

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

    The recitals contained herein 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 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 herein, the Trustee   
shall not be entitled to payment or reimbursement for any routine ongoing       
expenses incurred by the Trustee in the ordinary course of its duties as        
Trustee, Registrar, Tax Matters Person or Paying Agent hereunder or for any     
other expenses.                                                                 

SECTION 8.06.  Eligibility Requirements for Trustee.                            
------------------------------------              

The Trustee hereunder shall at all times be a corporation or    
association organized and doing business under the laws of a state or the       
United States of America, authorized under such laws to exercise corporate      
trust powers, having a combined capital and surplus of at least $50,000,000,    
subject to supervision or examination by federal or state authority and with a  
credit rating which would not cause either of the Rating Agencies to reduce or  
withdraw their respective then current ratings of the Certificates (or having   
provided such security from time to time as is sufficient to avoid such         
reduction) as evidenced in writing by each Rating Agency. If such corporation   
or association publishes reports of condition at least annually, pursuant to    
law or to the requirements of the aforesaid supervising or examining            
authority, then for the purposes of this Section 8.06 the combined capital and  
surplus of such corporation or association shall be deemed to be its combined   
capital and surplus as set forth in its most recent report of condition so      
published. In case at any time the Trustee shall cease to be eligible in        
accordance with the provisions of this Section 8.06, the Trustee shall resign   
immediately in the manner and with the effect specified in Section 8.07         
hereof. 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.                        

       If at any time 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 Depositor, or if at any time 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, or 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, then the Depositor or the    
Master Servicer may remove the Trustee and appoint a successor trustee by       
written instrument, in triplicate, one copy of which instrument shall be        
delivered to the Trustee, one copy of which shall be delivered to the Master    
Servicer and one copy to the successor trustee.                                 

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

SECTION 8.08. Successor Trustee.                            
-----------------               

      Any successor trustee appointed as provided in Section 8.07 hereof
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 herein. The Depositor,                           

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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.                                        

     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 and its           
appointment shall not adversely affect the then current rating of the           
Certificates.                                                                   

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

SECTION 8.09. Merger or Consolidation of Trustee.           
  ----------------------------------

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

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

        Notwithstanding any other provisions of this Agreement, at any time,
for the purpose of meeting any legal requirements of any jurisdiction in which  
any part of the Trust Fund or property securing any Mortgage Note may at the    
time be located, the Master Servicer and the Trustee acting jointly shall have  
the power and shall execute and deliver all instruments to appoint one or more  
Persons approved by the Trustee to act as co-trustee or co-trustees jointly     
with the Trustee, or separate trustee or separate trustees, of all or any part  
of the Trust Fund, and to vest in such Person or Persons, in such capacity and  
for the benefit of the Certificateholders, such title to the Trust Fund or any  
part thereof, whichever is applicable, and, subject to the other provisions of  
this Section 8.10, such powers, duties, obligations, rights and trusts as the   
Master Servicer and the Trustee may consider necessary or desirable. If the     
Master Servicer shall not have joined in such appointment within 15 days after  
the receipt by it of a request to do so, or in the case an Event of Default     
shall have occurred and be continuing, the Trustee alone shall have the power   
to make such appointment. No co-trustee or separate trustee hereunder shall be  
required to meet the terms of eligibility as a successor trustee under Section  
8.06 and no notice to Certificateholders of the appointment of any co-trustee   
or separate trustee shall be required under Section 8.08.                       

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

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

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unqualified to perform such act or acts, in which event such rights,  
powers, duties and obligations (including the holding of title to the 
applicable Trust Fund or any portion thereof in any such jurisdiction)
shall be exercised and performed singly by such separate trustee or   
co-trustee, but solely at the direction of the Trustee;               

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

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

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

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

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

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                                                                            

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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 REMIC status of any REMIC; (h) pay, from the sources     
specified in the last paragraph of this Section 8.11, the amount of any         
federal or state tax, including prohibited transaction taxes as described       
below, imposed on any such REMIC prior to its termination when and as the same  
shall be due and payable (but such obligation shall not prevent the Trustee or  
any other appropriate Person from contesting any such tax in appropriate        
proceedings and shall not prevent the Trustee from withholding payment of such  
tax, if permitted by law, pending the outcome of such proceedings); (i) ensure  
that federal, state or local income tax or information returns shall be signed  
by the Trustee or such other person as may be required to sign such returns by  
the Code or state or local laws, regulations or rules; (j) maintain records     
relating to any such REMIC, including but not limited to the income, expenses,  
assets and liabilities thereof and the fair market value and adjusted basis of  
the assets determined at such intervals as may be required by the Code, as may  
be necessary to prepare the foregoing returns, schedules, statements or         
information; and (k) as and when necessary and appropriate, represent any such  
REMIC in any administrative or judicial proceedings relating to an examination  
or audit by any governmental taxing authority, request an administrative        
adjustment as to any taxable year of any such REMIC, enter into settlement      
agreements with any governmental taxing agency, extend any statute of           
limitations relating to any tax item of any such REMIC, and otherwise act on    
behalf of any such REMIC in relation to any tax matter or controversy           
involving it.                                                                   

     In order to enable the Trustee to perform its duties as set forth
herein, 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 herein. 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                                                                   

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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).                                                    

ARTICLE IX  

TERMINATION 

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

        Subject to Section 9.03, the obligations and responsibilities of the
Depositor, the Sellers, the Master Servicer and the Trustee created hereby      
with respect to the Trust Fund shall terminate upon the earlier of (a) the      
purchase by the Master Servicer of all Mortgage Loans (and REO Properties)      
remaining in the Trust Fund at the price equal to the sum of (i) 100% of the    
Stated Principal Balance of each Mortgage Loan plus one month's accrued         
interest thereon at the applicable Adjusted Mortgage Rate (ii) the lesser of    
(x) the appraised value of any REO Property as determined by the higher of two  
appraisals completed by two independent appraisers selected by the Master       
Servicer at the expense of the Master Servicer and (y) the Stated Principal     
Balance of each Mortgage Loan related to any REO Property and (iii) any         
remaining unpaid costs and damages incurred by the Trust Fund that arises out   
of a violation of any predatory or abusive lending law that also constitutes    
an actual breach of clause (46) on Schedule III-A, in all cases plus accrued    
and unpaid interest thereon at the applicable Adjusted Mortgage Rate and (b)    
the later of (i) the maturity or other liquidation (or any Advance with         
respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the  
disposition of all REO Property and (ii) the distribution to                    
Certificateholders of all amounts required to be distributed to them pursuant   
to this Agreement. In no event shall the trusts created hereby continue beyond  
the earlier of (i) the expiration of 21 years from the death of the survivor    
of the descendants of Joseph P. Kennedy, the late Ambassador of the United      
States to the Court of St. James's, living on the date hereof and (ii) the      
Latest Possible Maturity Date.                                                  

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

SECTION 9.02. Final Distribution on the Certificates.       
      --------------------------------------

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

Notice of any termination of the Trust Fund, specifying the 
Distribution Date on which Certificateholders may surrender their Certificates  
for payment of the final distribution and cancellation,                         

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shall be given promptly by the Trustee by letter to Certificateholders mailed   
not earlier than the 10th day and no later than the 15th day of the month next  
preceding the month of such final distribution. Any such notice shall specify   
(a) the Distribution Date upon which final distribution on the Certificates     
will be made upon presentation and surrender of Certificates at the office      
therein designated, (b) the amount of such final distribution, (c) the          
location of the office or agency at which such presentation and surrender must  
be made, and (d) that the Record Date otherwise applicable to such              
Distribution Date is not applicable, distributions being made only upon         
presentation and surrender of the Certificates at the office therein            
specified. The Master Servicer will give such notice to each Rating Agency at   
the time such notice is given to 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 (a) accrued       
interest thereon (or on their Notional Amount, if applicable) in the case of    
an interest bearing Certificate and (b) any Class PO Deferred Amounts in the    
case of Class PO Certificates, and (ii) as to the Residual Certificates, the    
amount, if any, which remains on deposit in the Distribution Account (other     
than the amounts retained to meet claims) after application pursuant to clause  
(i) above. Notwithstanding the reduction of the Class Certificate Balance of    
any Class of Certificates to zero, such Class will be outstanding hereunder     
(solely for the purpose of receiving distributions and not for any other        
purpose) until the termination of the respective obligations and                
responsibilities of the Depositor, each Seller, the Master Servicer and the     
Trustee hereunder in accordance with Article IX.                                

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

SECTION 9.03. Additional Termination Requirements.          
   -----------------------------------

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

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

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

     (b) The Trustee, as agent for any REMIC created 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 Master Servicer.                

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

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ARTICLE X   

MISCELLANEOUS PROVISIONS  

SECTION 10.01. Amendment.                                   
---------                     

     This Agreement may be amended from time to time by the Depositor,
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 herein or to supplement any provision herein which may be   
inconsistent with any other provision herein, (iii) to conform this Agreement   
to the 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 add any other provisions   
with respect to matters or questions arising hereunder or (vi) 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 (v) or (vi) 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 not be deemed to adversely affect in any      
material respect the interests of the Certificateholders if the Person          
requesting the amendment obtains a letter from each Rating Agency stating that  
the amendment would not result in the downgrading or withdrawal of the          
respective ratings then assigned to the Certificates; it being understood and   
agreed that any such letter in and of itself will not represent a               
determination as to the materiality of any such amendment and will represent a  
determination only as to the credit issues affecting any such rating.           
Notwithstanding the foregoing, no amendment that significantly changes the      
permitted activities of the trust created by this Agreement may be made         
without the consent of a Majority in Interest of each Class of Certificates     
affected by such amendment. The Trustee, 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, the Master Servicer and the Trustee with the consent of the Holders  
of a Majority in Interest of each Class of Certificates affected thereby for    
the purpose of adding any provisions to or changing in any manner or            
eliminating any of the provisions of this Agreement or of modifying in any      
manner the rights of the Holders of Certificates; provided, however, that no    
such amendment shall (i) reduce in any manner the amount of, or delay the       
timing of, payments required to be distributed on any Certificate without the   
consent of the Holder of such Certificate, (ii) adversely affect in any         
material respect the interests of the Holders of any Class of Certificates in   
a manner other than as described in (i), without the consent of the Holders of  
Certificates of such Class evidencing, as to such Class, Percentage Interests   
aggregating 66-2/3%, or (iii) reduce the aforesaid percentages of Certificates  
the Holders of which are required to consent to any such amendment, without     
the consent of the Holders of all such Certificates then outstanding.           

 Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall    
have first received an Opinion of Counsel, which opinion shall not be an        
expense of the Trustee or the Trust Fund, to the effect that such amendment     
will                                                                            

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not cause the imposition of any tax on any REMIC or the Certificateholders or   
cause any REMIC to fail to qualify as a REMIC at any time that any              
Certificates are outstanding.                                                   

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

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

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

SECTION 10.02. Recordation of Agreement; Counterparts.      
        --------------------------------------

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

        For the purpose of facilitating the recordation of this Agreement as
herein 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.                        
--------------------          

      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                                            

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(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.              

SECTION 10.05. Notices.                                     
-------                       

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

1. Any material change or amendment to this Agreement;      

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

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

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

5. The final payment to Certificateholders; and             

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

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

   1. Each report to Certificateholders described in Section 4.06;

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

   3. Each annual independent public accountants' servicing report
described in Section 3.17; and                                        

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

 (b) All directions, demands and notices hereunder shall be in
writing and shall be deemed to have been duly given when delivered by first     
class mail, by courier or by facsimile transmission to (1) in the case of the   
Depositor, CWALT, Inc., 4500 Park Granada, Calabasas, California 91302,         
facsimile number: (818) 225-4053, Attention: David A. Spector, (2) in the case  
of Countrywide, Countrywide Home Loans, Inc., 4500 Park Granada, Calabasas,     
California 91302, facsimile number: (818) 225-4053, Attention: David A.         
Spector or such other address as may be hereafter furnished to the              

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Depositor and the Trustee by Countrywide in writing, (3) in the case of Park    
Granada LLC, c/o Countrywide Financial Corporation, 4500 Park Granada,          
Calabasas, California 91302, facsimile number: (818) 225-4041, Attention:       
David A. Spector or such other address as may be hereafter furnished to the     
Depositor and the Trustee by Park Granada in writing, (4) in the case of the    
Master Servicer, Countrywide Home Loans Servicing LP, 400 Countrywide Way,      
Simi Valley, California, 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, (5) in the case of the Trustee,  
The Bank of New York, 101 Barclay Street, 8W, New York, New York 10286,         
facsimile number: (212) 815-3986, Attention: Mortgage-Backed Securities Group,  
CWALT, Inc. Series 2004-1, or such other address as the Trustee may hereafter   
furnish to the Depositor or Master Servicer, and (6) 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 thereof.  

SECTION 10.07. Assignment.                                  
----------                    

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

SECTION 10.08. Limitation on Rights of Certificateholders.  
            ------------------------------------------

      The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the trust created hereby, nor entitle such       
Certificateholder's legal representative or heirs to claim an accounting or to  
take any action or commence any proceeding in any court for a petition or       
winding up of the trust created hereby, 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 herein) or in any manner otherwise control the operation and           
management of the Trust Fund, or the obligations of the parties hereto, nor     
shall anything herein set forth 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 hereof.                     

      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        
herein provided, and unless the Holders of Certificates evidencing not less     
than 25% of the Voting Rights evidenced by the Certificates shall also have     
made written request to the Trustee to institute such action, suit or           
proceeding in its own name as Trustee hereunder and shall have offered to the   
Trustee such reasonable indemnity as it may require against the costs,          
expenses, and liabilities to be incurred therein or thereby, and the Trustee,   
for 60 days after its receipt of such notice, request and offer of indemnity    
shall have neglected or refused to institute                                    

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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 herein provided    
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                                                            

(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 after the Certificates   
have been paid.                                                                 

*   *   *   *   *   * 

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

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          CWALT, INC.,
              as Depositor

                      By:     /s/ Darren Bigby
                                      --------------------------------
                               Name:  Darren Bigby
                                  Title:  Vice President

                   THE BANK OF NEW YORK,
            as Trustee

                       By:    /s/  Diane Pickett
                                      --------------------------------
                                Name:  Diane Pickett
                                 Title: Vice President

                           COUNTRYWIDE HOME LOANS, INC.,
             as a Seller

                      By:     /s/ Darren Bigby
                                      --------------------------------
                               Name:  Darren Bigby
                                         Title:  Senior Vice President

               PARK GRANADA LLC,
             as a Seller

                                   By: COUNTRYWIDE FINANCIAL CORPORATION

                      By:     /s/ Darren Bigby
                                      --------------------------------
                               Name:  Darren Bigby
                                  Title:  Vice President

                                  COUNTRYWIDE HOME LOANS SERVICING LP,
                    as Master Servicer

                       By:  COUNTRYWIDE GP, INC.

                      By:     /s/ Darren Bigby
                                      --------------------------------
                               Name:  Darren Bigby
                                        Title:  First Vice President

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

                                     THE BANK OF NEW YORK, in its individual
          capacity

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

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SCHEDULE I  

Mortgage Loan Schedule  

[Delivered at Closing to Trustee] 

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SCHEDULE II-A 

CWALT, Inc. 

Mortgage Pass-Through Certificates  

Series 2004-1 

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

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

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

      (2) Countrywide has the full corporate power and authority to sell
and service 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 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                                       

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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 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.                        

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SCHEDULE II-B 

CWALT, Inc. 

Mortgage Pass-Through Certificates  

Series 2004-1 

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

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

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

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

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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.                                

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SCHEDULE III-A  

CWALT, Inc. 

Mortgage Pass-Through Certificates  

Series 2004-1 

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

  (1) The information set forth on Schedule I to the Pooling and
Servicing Agreement with respect to each Mortgage Loan is true and correct in   
all material respects 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; and as of the Cut-off   
Date, no Mortgage Loan has been contractually delinquent for 30 or more days    
during the twelve months prior to the Cut-off Date.                             

    (3) No Mortgage Loan had a Loan-to-Value Ratio at origination in
excess of 95.00%.                                                               

  (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.                      

  (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.          

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

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

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

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

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

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

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

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

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

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

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

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

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

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

    (26) As of the Closing Date, fourteen (14) of the Mortgage Loans
provide for a prepayment penalty.                                               

(27) Each Mortgage Loan which 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 percentage 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%. 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                  

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provisions of Section 3.09(b) of the Pooling and Servicing Agreement. The       
Mortgage Rate for each Mortgage Loan is net of any such insurance premium.      

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

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

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

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

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

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

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

S-III-A-4 

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

        (36) Each Mortgage Loan was underwritten in all material respects in
accordance with Countrywide's underwriting guidelines as set forth in the       
Prospectus Supplement.                                                          

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

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

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

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

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

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

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

       (44) The aggregate principal balance of the Discount Mortgage Loans
will not exceed $33,549,823.19.                                                 

S-III-A-5 

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   (45) None of the Mortgage Loans are subject to the Georgia Fair
Lending Act, as amended.                                                        

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

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

S-III-A-6 

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SCHEDULE III-B  

CWALT, Inc. 

Mortgage Pass-Through Certificates  

Series 2004-1 

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, 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 

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SCHEDULE III-C  

CWALT, Inc. 

Mortgage Pass-Through Certificates  

Series 2004-1 

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, 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 

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SCHEDULE IV 

CWALT, Inc. 

Mortgage Pass-Through Certificates  

Series 2004-1 

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

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

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

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

S-IV-1  

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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  

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SCHEDULE V  

Principal Balance Schedules 

*[Attached to Prospectus Supplement, if applicable.]  

S-V-1 

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                                                        [Enlarge/Download Table]


                                          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  

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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              
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, OR 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 ON BEHALF OF AN EMPLOYEE BENEFIT   
PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT THE OPINION OF COUNSEL             
SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO          
EFFECT.]                                                                        

A-1 

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Certificate No.                   :                                             

Cut-off Date                      :                                             

First Distribution Date           :                                             

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

Initial Certificate Balance                                                     
of all Certificates of                                                          
this Class                        :      $                                      

CUSIP                             :                                             

Interest Rate                     :                                             

Maturity Date                     :                                             

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

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

CWALT, Inc., as Depositor 

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

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

A-2 

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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" and,   
together with CHL, the "Sellers"), Countrywide Home Loans Servicing LP, as      
master servicer (the "Master Servicer") and The Bank of New York, as trustee    
(the "Trustee"). To the extent not defined herein, the capitalized terms used   
herein have the meanings assigned in the Agreement. This Certificate is issued  
under and is subject to the terms, provisions and conditions of the Agreement,  
to which Agreement the Holder of this Certificate by virtue of the acceptance   
hereof assents and by which such Holder is bound.                               

[Until this certificate has been the subject of an ERISA-Qualifying 
Underwriting, no transfer of a Certificate of this Class shall be made unless   
the Trustee shall have received either (i) a representation letter from the     
transferee of such Certificate, acceptable to and in form and substance         
satisfactory to the Trustee, to the effect that such transferee is not an       
employee benefit plan subject to Section 406 of ERISA or a plan subject to      
Section 4975 of the Code, nor a person acting on behalf of or investing plan    
assets of any such plan, which representation letter shall not be an expense    
of the Trustee or the Master Servicer, or (ii) in the case of any such          
Certificate presented for registration in the name of an employee benefit plan  
subject to ERISA or 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 any such plan, an Opinion of Counsel satisfactory to the    
Trustee and the Master Servicer to the effect that the purchase or 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 or the Master Servicer. 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 on    
behalf of an employee benefit plan subject to ERISA or to 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.                                            

   *    *    *

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  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 

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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 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, OR IF SUCH         
CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, A PLAN    
SUBJECT TO SECTION 4975 OF THE CODE, OR A PERSON INVESTING ON BEHALF OF OR      
WITH PLAN ASSETS OF SUCH A PLAN, OR THAT SUCH TRANSFEREE IS AN INSURANCE        
COMPANY WHICH IS PURCHASING CERTIFICATES WITH FUNDS CONTAINED IN AN "INSURANCE  
COMPANY GENERAL ACCOUNTS" 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 ARE COVERED UNDER SECTION I AND III OF PTCE    
95-60 OR AN OPINION OF COUNSEL IN                                               

B-1 

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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 TO THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE         
TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.]                     

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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              

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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" and, together with CHL, the "Sellers"),        
Countrywide Home Loans Servicing LP, as master servicer (the "Master            
Servicer") and The Bank of New York, as trustee (the "Trustee"). To the extent  
not defined herein, the capitalized terms used herein have the meanings         
assigned in the Agreement. This Certificate is issued under and is subject to   
the terms, provisions and conditions of the Agreement, to which Agreement the   
Holder of this Certificate by virtue of the acceptance hereof assents and by    
which such Holder is bound.                                                     

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

[No transfer of a Certificate of this Class shall be made unless the
Trustee shall have received either (i) a representation letter from the         
transferee of such Certificate, acceptable to and in form and substance         
satisfactory to the Trustee, to the effect that such transferee is not an       
employee benefit plan subject to Section 406 of ERISA or a plan subject to      
Section 4975 of the Code, nor a person acting on behalf of or investing plan    
assets of any such plan, which representation letter shall not be an expense    
of the Trustee or the Master Servicer, (ii) if such certificate has been the    
subject of an ERISA Qualifying Underwriting and the purchaser is an insurance   
company, a representation that the purchaser is an insurance company which is   
purchasing such Certificates with funds contained in an "insurance company      
general account" (as such term is defined in Section V(e) of Prohibited         
Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and     
holding of such Certificates are covered 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 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 any such plan, an      
Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the   
effect that the purchase or holding of such Certificate will                    

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not result in a prohibited transaction under Section 406 of ERISA or Section    
4975 of the Code, will not result in the assets of the Trust Fund being deemed  
to be "plan assets" and subject to the prohibited transaction provisions of     
ERISA and the Code and will not subject the Trustee to any obligation in        
addition to those undertaken in the Agreement, which Opinion of Counsel shall   
not be an expense of the Trustee or the Master Servicer. 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   
to 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.                                            

*   *   * 

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  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                                                      

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EXHIBIT C 

[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 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, OR A PLAN SUBJECT  
TO SECTION 4975 OF THE CODE, OR A PERSON INVESTING ON BEHALF OF OR WITH PLAN    
ASSETS OF SUCH A PLAN, OR THAT SUCH TRANSFEREE IS AN INSURANCE COMPANY WHICH    
IS PURCHASING CERTIFICATES WITH FUNDS CONTAINED IN AN "INSURANCE COMPANY        
GENERAL ACCOUNTS" 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 are covered under section i and iii of ptce 95-60 OR 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 TO 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.]                 

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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                                                                       

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"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" and together with CHL, the "Sellers"),         
Countrywide Home Loans Servicing LP, as master servicer (the "Master            
Servicer") and The Bank of New York, as trustee (the "Trustee"). To the extent  
not defined herein, the capitalized terms used herein have the meanings         
assigned in the Agreement. This Certificate is issued under and is subject to   
the terms, provisions and conditions of the Agreement, to which Agreement the   
Holder of this Certificate by virtue of the acceptance hereof assents and by    
which such Holder is bound.                                                     

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

   No transfer of a Class A-R Certificate shall be made unless the Trustee
shall have received either (i) a representation letter from the transferee of   
such Certificate, acceptable to and in form and substance satisfactory to the   
Trustee, to the effect that such transferee is not an employee benefit plan     
subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code,  
nor a person acting on behalf of or investing plan assets of any such plan,     
which representation letter shall not be an expense of the Trustee or the       
Master Servicer, (ii) or that such 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 are covered under Sections I and III of PTCE       
95-60 or (iii) an Opinion of Counsel satisfactory to the Trustee and the        
Master Servicer to the effect that the purchase or holding of such Class A-R    
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 this Agreement, which Opinion of Counsel shall not be an expense  
of the Trustee or the Master Servicer. 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 to 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                                                              

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in this Class A-R Certificate if it has actual knowledge that the proposed      
transferee is not a Permitted Transferee and (v) any attempted or purported     
transfer of any Ownership Interest in this Class A-R Certificate in violation   
of such restrictions will be absolutely null and void and will vest no rights   
in the purported transferee.                                                    

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

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

*    *    * 

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  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                                                      

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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              
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, OR 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 ON BEHALF OF AN EMPLOYEE BENEFIT   
PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT THE OPINION OF COUNSEL             
SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO          
EFFECT.]                                                                        

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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                                                                         

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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" and,   
together with CHL, the "Sellers"), Countrywide Home Loans Servicing LP, as      
master servicer (the "Master Servicer") and The Bank of New York, as trustee    
(the "Trustee"). To the extent not defined herein, the capitalized terms used   
herein have the meanings assigned in the Agreement. This Certificate is issued  
under and is subject to the terms, provisions and conditions of the Agreement,  
to which Agreement the Holder of this Certificate by virtue of the acceptance   
hereof assents and by which such Holder is bound.                               

[Until this certificate has been the subject of an ERISA-Qualifying 
Underwriting, no transfer of a Certificate of this Class shall be made unless   
the Trustee shall have received either (i) a representation letter from the     
transferee of such Certificate, acceptable to and in form and substance         
satisfactory to the Trustee, to the effect that such transferee is not an       
employee benefit plan subject to Section 406 of ERISA or a plan subject to      
Section 4975 of the Code, nor a person acting on behalf of or investing plan    
assets of any such plan, which representation letter shall not be an expense    
of the Trustee or the Master Servicer, or (ii) in the case of any such          
Certificate presented for registration in the name of an employee benefit plan  
subject to ERISA or 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 any such plan, an Opinion of Counsel satisfactory to the    
Trustee and the Master Servicer to the effect that the purchase or 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 or the Master Servicer. 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 on    
behalf of an employee benefit plan subject to ERISA or to 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.                                            

*    *    * 

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  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                                                      

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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                              

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

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

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

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

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

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

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

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

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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.                                                                   

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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] 

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EXHIBIT F-1 

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,
              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                         

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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.                                                                  

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:

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EXHIBIT F-2 

[RESERVED]  

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EXHIBIT G-1 

FORM OF DELAY DELIVERY CERTIFICATION  

[date]  

[Depositor]                                                                     

[Master Servicer]                                                               

[Countrywide]                                                                   

_________________________                                                       
_________________________                                                       

Re:    Pooling and Servicing Agreement among      
  CWALT, Inc., as Depositor, Countrywide
          Home Loans, Inc., as a Seller ("Countrywide"),
      Park Granada 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];

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(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, 2004, 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.                                                                  

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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:

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EXHIBIT G-2 

[RESERVED]

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EXHIBIT H-1 

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., as Seller ("Countrywide"),
          Park Granada 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         

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

(iii) in the case of each Mortgage Loan that is not a MERS Mortgage 
        Loan, a duly executed assignment of the Mortgage to "The Bank of
      New York, as trustee under the Pooling and Servicing Agreement
          dated as of [month] 1, 2004, without recourse", or, in the case of
        each 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 Mortgage Loan
that is a MERS Mortgage Loan)];                         

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

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

In the event that in connection with any 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.                                     

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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.                                                                  

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:

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EXHIBIT H-2 

[RESERVED]  

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EXHIBIT I 

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, (the     
"Agreement"), relating to the above-referenced Series, by and among CWALT,      
Inc., as depositor (the "Depositor"), Countrywide Home Loans, Inc., as a        
seller, Park Granada LLC, as a seller, 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, as of the date hereof, and will be, as of the date
of the Transfer, a Permitted Transferee. The Transferee is acquiring its        
Ownership Interest in the Certificate for its own account or as the nominee,    
trustee or agent of another Person, in which case the Transferee has attached   
hereto an affidavit from such Person in substantially the same form as this     
affidavit. The Transferee has no knowledge that any such affidavit is false.    

 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                                        

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knowledge that such affidavit is false. (For this purpose, a "pass-through      
entity" includes a regulated investment company, a real estate investment       
trust or common trust fund, a partnership, trust or estate, and certain         
cooperatives and, except as may be provided in Treasury Regulations, persons    
holding interests in pass-through entities as a nominee for another Person.)    

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

    6. The Transferee agrees to require a Transfer Affidavit from any Person
to whom the Transferee attempts to Transfer its Ownership Interest in the       
Certificate, and in connection with any Transfer by a Person for whom the       
Transferee is acting as nominee, trustee or agent, and the Transferee will not  
Transfer its Ownership Interest or cause any Ownership Interest to be           
Transferred to any Person that the Transferee knows is not a Permitted          
Transferee. In connection with any such Transfer by the Transferee, the         
Transferee agrees to deliver to the Trustee a certificate substantially in the  
form set forth as Exhibit J 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        
Certificate.                                                                    

8. The Transferee's taxpayer identification number is .             

9. The Transferee is a U.S. Person as defined in Code Section       
7701(a)(30).                                                                    

  10. The Transferee is aware that the Certificate may be a "noneconomic
residual interest" within the meaning of proposed Treasury regulations          
promulgated pursuant to the Code 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.                     

  11. The Transferee anticipates that it will, so long as it holders the
Class A-R Certificates, have sufficient assets to pay any taxes owed by the     
holder of such Class A-R Certificates, and hereby represents to and for the     
benefit of the person from whom it acquired the Class A-R Certificates that     
the Transferee intends to pay taxes associated with holding such Class A-R      
Certificates as they become due, fully understanding that it may incur tax      
liabilities in excess of any cash flows generated by the Class A-R              
Certificates. The Transferee has provided financial statements or other         
financial information requested by the Transferor in connection with the        
transfer of the Class A-R Certificates to permit the Transferor to assess the   
financial capability of                                                         

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the Transferee to pay such taxes. The Transferee is not an employee benefit     
plan that is subject to ERISA or a plan that is subject to Section 4975 of the  
Code, and the Transferee is not acting on behalf of such a plan.                

    12. Either (i) the Transferee is not an employee benefit plan subject to
Section 406 of ERISA or Section 4975 of the Code, nor a person acting on        
behalf of any such plan or using the assets of such plan to effect such         
acquisition, or, (ii) the source of funds for the purchase of such Class A-R    
Certificate is an "insurance company general account" within the meaning of     
Prohibited Transaction Class Exemption 95-60 (PTCE 95-60"), 60 Fed. Reg. 35925  
(July 12, 1995), and the terms and conditions of Sections I and III of PTCE     
95-60 are applicable to the acquisition and holding of such Class A-R           
Certificate.                                                                    

*    *    * 

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IN WITNESS WHEREOF, the Transferee has caused this instrument to be 
executed on its behalf, pursuant to authority of its Board of Directors, by     
its duly authorized officer and its corporate seal to be hereunto affixed,      
duly attested, this ___ day of _______________, 20__.                           

                                      ________________________________________
                      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__

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                                                               EXHIBIT 1
                                                                  to EXHIBIT I

Certain Definitions 
------------------- 

  "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 Code Section    
521) which is exempt from tax imposed by Chapter 1 of the Code (including the   
tax imposed by Code Section 511 on unrelated business taxable income) on any    
excess inclusions (as defined in Code Section 860E(c)(1)) with respect to any   
Class A-R Certificate, (iv) rural electric and telephone cooperatives           
described in Code Section 1381(a)(2)(c), (v) 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 or any           
political subdivision thereof, 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 the authority to control all   
substantial decisions of the trust, (v) an "electing large partnership" within  
the meaning of Section 775 of the Code, 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    
the Trust Fund to fail to qualify as a REMIC at any time that certain           
Certificates are Outstanding. The terms "United States," "State" and            
"International Organization" shall have the meanings set forth in Code Section  
7701 or successor provisions. A corporation will not be treated as an           
instrumentality of the United States or of any State or political subdivision   
thereof if all of its activities are subject to tax, and, with the exception    
of the FHLMC, a majority of its board of directors is not selected by such      
governmental unit.                                                              

    "Person": Any individual, corporation, 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.                                                      

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                                                             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:                  

        (i) 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.                                               

    (ii) 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, in addition to the certificates required to be delivered to the
Trustee under subparagraph (b) above, 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
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.                     

          (iv) 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, Transferor Certificate and either the Rule
   144A Letter or the Investment Letter. The Trustee shall be entitled but
not obligated to recover from any Holder of a Class A-R             

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  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.                           

       (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 Class A-R   
Certificate to any Holder who is not a Permitted Transferee.        

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EXHIBIT J-1 

FORM OF TRANSFEROR CERTIFICATE  
(RESIDUAL)  

                                                    ________________________
                                Date

CWALT, Inc.                                                                     
4500 Park Granada                                                               
Calabasas, California  91302                                                    
Attention:  David A. Spector                                                    

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

Attention:  Mortgage-Backed Securities Group                                    
Series 200_-_                                           
 Re:       CWALT, Inc. Mortgage Pass-Through Certificates,
Series 200_-_, Class                                    
-----------------------------------------------         

Ladies and Gentlemen:                                                           

       In connection with our disposition of the above Certificates we
certify that to the extent we are disposing of a Class A-R Certificate, we      
have no knowledge the Transferee is not a Permitted Transferee.                 

                   Very truly yours,

                                   _________________________________
                          Print Name of Transferor

                                        By:___________________________________
                                        Authorized Officer

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EXHIBIT J-2 

FORM OF TRANSFEROR CERTIFICATE  
(PRIVATE) 

                                                         _____________________
                                        Date

CWALT, Inc.                                                                     
4500 Park Granada                                                               
Calabasas, California  91302                                                    
Attention:  David A. Spector                                                    

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

Attention:  Mortgage-Backed Securities Group                                    
Series 200_-_                                           
 Re:       CWALT, Inc. Mortgage Pass-Through Certificates,
Series 200_-_, Class                                    
------------------------------------------------        

Ladies and Gentlemen:                                                           

       In connection with our disposition of the above Certificates we
certify that (a) we understand that the Certificates have not been registered   
under the Securities Act of 1933, as amended (the "Act"), and are being         
disposed by us in a transaction that is exempt from the registration            
requirements of the Act, (b) we have not offered or sold any Certificates to,   
or solicited offers to buy any Certificates from, any person, or otherwise      
approached or negotiated with any person with respect thereto, in a manner      
that would be deemed, or taken any other action which would result in, a        
violation of Section 5 of the Act.                                              

               Very truly yours,

                      Print Name of Transferor

                                     By: ___________________________________
                                        Authorized Officer

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EXHIBIT K 

FORM OF INVESTMENT LETTER (NON-RULE 144A) 

                                                     _________________________
                                Date

CWALT, Inc.                                                                     
4500 Park Granada                                                               
Calabasas, California  91302                                                    
Attention:  David A. Spector                                                    

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

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

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

Ladies and Gentlemen:                                                           

       In connection with our acquisition of the above Certificates we
certify that (a) we understand that the Certificates are not being registered   
under the Securities Act of 1933, as amended (the "Act"), or any state          
securities laws and are being transferred to us in a transaction that is        
exempt from the registration requirements of the Act and any such laws, (b) we  
are an "accredited investor," as defined in Regulation D under the Act, and     
have such knowledge and experience in financial and business matters that we    
are capable of evaluating the merits and risks of investments in the            
Certificates, (c) we have had the opportunity to ask questions of and receive   
answers from the Depositor concerning the purchase of the Certificates and all  
matters relating thereto or any additional information deemed necessary to our  
decision to purchase the Certificates, (d) either (i) we are not an employee    
benefit plan that is subject to the Employee Retirement Income Security Act of  
1974, as amended, 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   
any such plan or arrangement, nor are we using the assets of any such 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 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 the purchase and holding of such Certificates are covered   
under Sections I                                                                

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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.                      

                   Very truly yours,

                                       _____________________________________
                          Print Name of Transferee

                                       By: _________________________________
                    Authorized Officer

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EXHIBIT L 

FORM OF RULE 144A LETTER  

                                       _______________________
                    Date

CWALT, Inc.                                                                     
4500 Park Granada                                                               
Calabasas, California  91302                                                    
Attention:  David A. Spector                                                    

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

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

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

Ladies and Gentlemen:                                                           

       In connection with our acquisition of the above Certificates we
certify that (a) we understand that the Certificates are not being registered   
under the Securities Act of 1933, as amended (the "Act"), or any state          
securities laws and are being transferred to us in a transaction that is        
exempt from the registration requirements of the Act and any such laws, (b) we  
have such knowledge and experience in financial and business matters that we    
are capable of evaluating the merits and risks of investments in the            
Certificates, (c) we have had the opportunity to ask questions of and receive   
answers from the Depositor concerning the purchase of the Certificates and all  
matters relating thereto or any additional information deemed necessary to our  
decision to purchase the Certificates, (d) either (i) we are not an employee    
benefit plan that is subject to the Employee Retirement Income Security Act of  
1974, as amended, 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   
any such plan or arrangement, nor are we using the assets of any such 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 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 the purchase and holding of such Certificates are covered   
under Sections I and III of PTCE 95-60, (e) we have not, nor has anyone acting  
on our                                                                          

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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.                                                             

                   Very truly yours,

                                       _____________________________________
                          Print Name of Transferee

                                     By: _______________________________
                            Authorized Officer

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

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

[For Transferees Other Than Registered Investment Companies]  

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

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

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

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

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

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

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              ___    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  

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

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

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

                                       _______________________________________
                                   Print Name of Buyer

                                      By:_____________________________________
   Name:
    Title:

                                      Date:___________________________________

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

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

[For Transferees That are Registered Investment Companies]  

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

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

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

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

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

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

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    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: _________________________________

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EXHIBIT M 

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, 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 _______________________________.                         

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( )   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.                                     

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                        COUNTRYWIDE HOME LOANS
              SERVICING LP

                                        By ___________________________________

                                        Its __________________________________

Date:_________________, 20__                                                    

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EXHIBIT N 

REQUEST FOR RELEASE OF DOCUMENTS  

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

Re:   The Pooling & Servicing Agreement dated [month] 1, 2004, among
         Countrywide Home Loans, Inc., as a Seller, Park Granada 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.    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 or 4 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.       

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COUNTRYWIDE HOME LOANS, INC.                                                    
4500 Park Granada                                                               
Calabasas, California  91302                                                    

By:_______________________________________                                      

Name:_____________________________________                                      

Title:____________________________________                                      

Date:_____________________________________                                      

TRUSTEE CONSENT TO RELEASE AND                                                  
ACKNOWLEDGEMENT OF RECEIPT                                                      

By:_______________________________________                                      

Name:_____________________________________                                      

Title:____________________________________                                      

Date:_____________________________________                                      

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EXHIBIT O 
[FORM OF FINANCIAL GUARANTY INSURANCE POLICY] 

[RESERVED]  

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EXHIBIT P 

[RESERVED]  

P-1 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		3/4/04
For Period End:		1/29/04		18					8-K
		1/26/04		32
		1/1/04		2		31
		7/12/95		158
									List all Filings