POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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CWALT, INC. ALTERNATIVE LOAN TRUST 2005-J13

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 12/14/2005

POOLING AND SERVICING AGREEMENT
, Parties: cwalt inc. alternative loan trust 2005-j13

EXHIBIT 99.1

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

<PAGE>

EXECUTION COPY

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

CWALT, INC.,

Depositor

COUNTRYWIDE HOME LOANS, INC.,

Seller

PARK GRANADA LLC,

Seller

PARK MONACO INC.,

Seller

PARK SIENNA LLC,

Seller

COUNTRYWIDE HOME LOANS SERVICING LP,

Master Servicer

and

THE BANK OF NEW YORK,

Trustee

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

POOLING AND SERVICING AGREEMENT

Dated as of October 1, 2005

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

ALTERNATIVE LOAN TRUST 2005-J13

MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-J13

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

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<TABLE>

Table of Contents

Page

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ARTICLE I DEFINITIONS

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES

<S> <C>

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-9

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-10

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 Subservicers.........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; Corridor Contract Reserve Fund; Principal

Reserve Fund.........................................................III-3

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

Accounts.............................................................III-6

SECTION 3.07. Access to Certain Documentation and Information Regarding the

Mortgage Loans.......................................................III-6

SECTION 3.08. Permitted Withdrawals from the Certificate Account, the

Distribution Account, the Corridor Contract Reserve Fund and the

Principal Reserve Fund...............................................III-7

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

Policies.............................................................III-9

SECTION 3.10. Enforcement of Due-on-Sale Clauses; Assumption Agreements...........III-10

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

Mortgage Loans......................................................III-11

SECTION 3.12. Trustee to Cooperate; Release of Mortgage Files.....................III-14

SECTION 3.13. Documents, Records and Funds in Possession of Master Servicer to

be Held for the Trustee.............................................III-15

SECTION 3.14. Servicing Compensation..............................................III-15

SECTION 3.15. Access to Certain Documentation.....................................III-15

SECTION 3.16. Annual Statement as to Compliance...................................III-16

SECTION 3.17. Annual Independent Public Accountants' Servicing Statement;

Financial Statements................................................III-16

SECTION 3.18. Errors and Omissions Insurance; Fidelity Bonds......................III-17

SECTION 3.19. The Corridor Contracts..............................................III-17

SECTION 3.20. Prepayment Charges..................................................III-17

<PAGE>

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-7

SECTION 4.04. Allocation of Realized Losses.........................................IV-7

SECTION 4.05. Cross-Collateralization; Adjustments to Available Funds...............IV-8

SECTION 4.06. Monthly Statements to Certificateholders..............................IV-8

SECTION 4.07. Determination of Pass-Through Rates for COFI Certificates............IV-10

SECTION 4.08. Determination of Pass-Through Rates for LIBOR Certificates...........IV-11

SECTION 4.09. Distributions from the Corridor Contract Reserve Fund................IV-12

ARTICLE V THE CERTIFICATES

SECTION 5.01. The Certificates......................................................V-13

SECTION 5.02. Certificate Register; Registration of Transfer and Exchange of

Certificates..........................................................V-13

SECTION 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.....................V-17

SECTION 5.04. Persons Deemed Owners.................................................V-17

SECTION 5.05. Access to List of Certificateholders' Names and Addresses.............V-18

SECTION 5.06. Maintenance of Office or Agency.......................................V-18

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

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-1

<PAGE>

SECTION 9.02. Final Distribution on the Certificates................................IX-1

SECTION 9.03. Additional Termination Requirements...................................IX-2

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

</TABLE>

iii

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<TABLE>

SCHEDULES

<S> <C>

Schedule I: Mortgage Loan Schedule.................................................S-I-1

Schedule II-A: Representations and Warranties of Countrywide.......................S-II-A-1

Schedule II-B: Representations and Warranties of Park Granada......................S-II-B-1

Schedule II-C Representations and Warranties of Park Monaco Inc...................S-II-C-1

Schedule II-D Representations and Warranties of Park Sienna LLC...................S-II-D-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 III-D Representations and Warranties of Park Monaco Inc.

as to the Park Monaco Inc. Mortgage Loans..........................S-III-D-1

Schedule III-E Representations and Warranties of Park Sienna LLC

as to the Park Sienna LLC Mortgage Loans...........................S-III-E-1

Schedule IV: Representations and Warranties of the Master Servicer.................S-IV-1

Schedule V: Principal Balance Schedules (if applicable)............................S-V-1

Schedule VI: Form of Monthly Master Servicer Report................................S-VI-I

EXHIBITS

Exhibit A: Form of Senior Certificate (excluding Notional Amount Certificates).....A-1

Exhibit B: Form of Subordinated Certificate........................................B-1

Exhibit C-1: Form of Class A-R Certificate.........................................C-1-1

Exhibit C-2: Form of Class P Certificate...........................................C-2-1

Exhibit 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..............................F-1-1

Exhibit F-2: [Reserved]............................................................F-2-1

Exhibit G-1: Form of Delay Delivery Certification of Trustee.......................G-1-1

Exhibit G-2: [Reserved]............................................................G-2-1

Exhibit H-1: Form of Final Certification of Trustee................................H-1-1

Exhibit H-2: [Reserved]............................................................H-2-1

Exhibit I: Form of Transfer Affidavit..............................................I-1

Exhibit J-1: Form of Transferor Certificate (Residual).............................J-1-1

Exhibit J-2: Form of Transferor Certificate (Private)..............................J-2-1

Exhibit K: Form of Investment Letter [Non-Rule 144A]...............................K-1

Exhibit L: 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

Exhibit Q: Standard & Poor's LEVELS(R) Version 5.6b Glossary Revised,

Appendix E..............................................................Q-1

Exhibit R: Form of Corridor Contract...............................................R-1

Exhibit S-1: Form of Corridor Contract Assignment Agreement........................S-1-1

Exhibit S-2: Form of Corridor Contract Administration Agreement....................S-2-1

</TABLE>

<PAGE>

THIS POOLING AND SERVICING AGREEMENT, dated as of October 1, 2005,

among CWALT, INC., a Delaware corporation, as depositor (the "Depositor"),

COUNTRYWIDE HOME LOANS, INC. ("Countrywide"), a New York corporation, as a

seller (a "Seller"), PARK GRANADA LLC ("Park Granada"), a Delaware limited

liability company, as a seller (a "Seller"), PARK MONACO INC. ("Park Monaco"),

a Delaware corporation, as a seller (a "Seller"), PARK SIENNA LLC ("Park

Sienna"), a Delaware limited liability company, as a seller (a "Seller")

COUNTRYWIDE HOME LOANS SERVICING LP, a Texas limited partnership, as master

servicer (the "Master Servicer"), and THE BANK OF NEW YORK, a banking

corporation organized under the laws of the State of New York, as trustee (the

"Trustee").

WITNESSETH THAT

In consideration of the mutual agreements 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. For federal income tax purposes,

the Trust Fund (other than the Corridor Contracts and the Corridor Contract

Reserve Fund) will consist of three real estate mortgage investment conduits

(each a "REMIC" or, in the alternative, the "Lower Tier REMIC," the "Middle

Tier REMIC" and the "Master REMIC," respectively). Each Certificate, other

than the Class A-R Certificate, will represent ownership of one or more

regular interests in the Master REMIC for purposes of the REMIC Provisions.

The Class A-R Certificate will represent ownership of the sole class of

residual interest in the Lower Tier REMIC, the Middle Tier REMIC and the

Master REMIC. The Master REMIC will hold as assets the several classes of

uncertificated Middle Tier REMIC Interests (other than the Class MTR-A-R

Interest). The Middle Tier REMIC will hold as assets the several classes of

uncertificated Lower Tier REMIC Interests (other than the Class LTR-A-R

Interest). The Lower Tier REMIC will hold as assets all property of the Trust

Fund (other than the Corridor Contracts and the Corridor Contract Reserve

Fund). Each Middle Tier REMIC Interest (other than the Class MTR-A-R Interest)

is hereby designated as a regular interest in the Middle Tier REMIC and each

Lower Tier REMIC Interest (other than the Class LTR-A-R Interest) is hereby

designated as a regular interest in the Lower Tier REMIC . The latest possible

maturity date of all REMIC regular interests created herein shall be the

Latest Possible Maturity Date.

<PAGE>

The following table sets forth characteristics of the Master REMIC

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):

<TABLE>

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

Pass-Through Integral Multiples

Initial Class Rate Minimum in Excess

Class Designation Certificate Balance (per annum) Denomination of Minimum

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

Class 1-A-1 $20,000,000.00 (1) $25,000.00 $1,000.00

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

Class 1-A-2 (2) (3) $25,000.00(4) $1,000.00(4)

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

Class 1-A-3 $20,000,000.00 4.50% $25,000.00 $1,000.00

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

Class 1-A-4 $5,169,000.00 6.00% $1,000.00 $1,000.00

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

Class 1-X (5) (6) $25,000.00(4) $1,000.00(4)

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

Class 2-A-1 $34,000,000.00 (7) $25,000.00 $1,000.00

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

Class 2-A-2 (8) (9) $25,000.00(4) $1,000.00(4)

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

Class 2-A-3 $34,000,000.00 5.50% $25,000.00 $1,000.00

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

Class 2-A-4 $8,060,000.00 5.50% $1,000.00 $1,000.00

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

Class 2-A-5 $40,000,000.00 (10) $25,000.00 $1,000.00

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

Class 2-A-6 (11) (12) $25,000.00(4) $1,000.00(4)

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

Class 2-A-7 $19,335,732.00 5.50% $25,000.00 $1,000.00

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

Class 2-A-8 $996,268.00 5.50% $25,000.00 $1,000.00

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

Class 2-A-9 $30,000,000.00 (13) $25,000.00 $1,000.00

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

Class 2-A-10 (14) (15) $25,000.00(4) $1,000.00(4)

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

Class 2-A-11 $26,854,000.00 5.50% $25,000.00 $1,000.00

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

Class 2-X (16) (17) $25,000.00(4) $1,000.00(4)

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

Class PO $107,697.00 (18) $25,000.00 $1,000.00

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

Class A-R(19) $100.00 5.50% (20) (20)

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

Class M $6,020,000.00 (21) $25,000.00 $1,000.00

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

Class B-1 $2,257,500.00 (21) $25,000.00 $1,000.00

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

Class B-2 $1,254,500.00 (21) $25,000.00 $1,000.00

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

Class B-3 $1,128,700.00 (21) $100,000.00 $1,000.00

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

Class B-4 $1,003,300.00 (21) $100,000.00 $1,000.00

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

Class B-5 $627,082.95 (21) $100,000.00 $1,000.00

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

Class P $100.00 0.00%(22) $100.00 N/A

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

</TABLE>

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(1) The Class 1-A-1 Certificates will bear interest during each Interest

Accrual Period at a per annum rate of LIBOR plus 0.30%, subject to a

maximum and minimum Pass-Through Rate of 7.50% and 0.30% per annum,

respectively. The Pass-Through Rate for the Class 1-A-1 Certificates for

the Interest Accrual Period for the first Distribution Date is 4.3375%

per annum.

(2) The Class 1-A-2 Certificates will be a Notional Amount Certificate, will

have no Class Certificate Balance and will bear interest on its Notional

Amount (initially, $20,000,000.00).

(3) The Class 1-A-2 Certificates will bear interest during each Interest

Accrual Period at a per annum rate of 7.20% minus LIBOR, subject to a

maximum and minimum Pass-Through Rate of 7.20% and 0.00% per annum,

respectively. The Pass-Through Rate for the Class 1-A-2 Certificates for

the Interest Accrual Period for the first Distribution Date is 3.1625%

per annum.

<PAGE>

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

(5) The Class 1-X Certificates will be Notional Amount Certificates, will

have no Class Certificate Balance and will bear interest on their

Notional Amount (initially, $47,497,236.00).

(6) The Pass-Through Rate for the Class 1-X Certificates for the Interest

Accrual Period for any Distribution Date will be equal to the excess of

(a) the weighted average of the Adjusted Net Mortgage Rates of the

Non-Discount Mortgage Loans in Loan Group 1, weighted on the basis of the

Stated Principal Balance thereof as of the Due Date in the preceding

calendar month (after giving effect to Principal Prepayments received in

the Prepayment Period related to such prior Due Date), over (b) 6.00%.

The Pass-Through Rate for the Class 1-X Certificates for the Interest

Accrual Period for the first Distribution Date is 0.2985% per annum.

(7) The Class 2-A-1 Certificates will bear interest during each Interest

Accrual Period at a per annum rate of LIBOR plus 0.70%, subject to a

maximum and minimum Pass-Through Rate of 5.50% and 0.70% per annum,

respectively. The Pass-Through Rate for the Class 2-A-1 Certificates for

the Interest Accrual Period for the first Distribution Date is 4.7375%

per annum.

(8) The Class 2-A-2 Certificates will be Notional Amount Certificates, will

have no Class Certificate Balance and will bear interest on their

Notional Amount (initially, $34,000,000.00).

(9) The Class 2-A-2 Certificates will bear interest during each Interest

Accrual Period at a per annum rate of 4.80% minus LIBOR, subject to a

maximum and minimum Pass-Through Rate of 4.80% and 0.00% per annum,

respectively. The Pass-Through Rate for the Class 2-A-2 Certificates for

the Interest Accrual Period for the first Distribution Date is 0.7625%

per annum.

(10) The Class 2-A-5 Certificates will bear interest during each Interest

Accrual Period at a per annum rate of LIBOR plus 0.48%, subject to a

maximum and minimum Pass-Through Rate of 5.50% and 0.48% per annum,

respectively. The Pass-Through Rate for the Class 2-A-5 Certificates for

the Interest Accrual Period for the first Distribution Date is 4.5175%

per annum.

(11) The Class 2-A-6 Certificates will be Notional Amount Certificates, will

have no Class Certificate Balance and will bear interest on their

Notional Amount (initially, $40,000,000.00).

(12) The Class 2-A-6 Certificates will bear interest during each Interest

Accrual Period at a per annum rate of 5.02% minus LIBOR, subject to a

maximum and minimum Pass-Through Rate of 5.02% and 0.00% per annum,

respectively. The Pass-Through Rate for the Class 2-A-6 Certificates for

the Interest Accrual Period for the first Distribution Date is 0.9825%

per annum.

(13) The Class 2-A-9 Certificates will bear interest during each Interest

Accrual Period at a per annum rate of LIBOR plus 0.50%, subject to a

maximum and minimum Pass-Through Rate of 5.50% and 0.50% per annum,

respectively. The Pass-Through Rate for the Class 2-A-9 Certificates for

the Interest Accrual Period for the first Distribution Date is 4.5375%

per annum.

(14) The Class 2-A-10 Certificates will be Notional Amount Certificates, will

have no Class Certificate Balance and will bear interest on their

Notional Amount (initially, $30,000,000.00).

(15) The Class 2-A-10 Certificates will bear interest during each Interest

Accrual Period at a per annum rate of 5.00% minus LIBOR, subject to a

maximum and minimum Pass-Through Rate of 5.00% and 0.00% per annum,

respectively. The Pass-Through Rate for the Class 2-A-10 Certificates for

the Interest Accrual Period for the first Distribution Date is 0.9625%

per annum.

<PAGE>

(16) The Class 2-X Certificates will be Notional Amount Certificates, will

have no Class Certificate Balance and will bear interest on their

Notional Amount (initially, $193,943,332.00)

(17) The Pass-Through Rate for the Class 2-X Certificates for the Interest

Accrual Period for any Distribution Date will be equal to the excess of

(a) the weighted average of the Adjusted Net Mortgage Rates of the

Non-Discount Mortgage Loans in Loan Group 2, weighted on the basis of the

Stated Principal Balance thereof as of the Due Date in the preceding

calendar month (after giving effect to Principal Prepayments received in

the Prepayment Period related to such prior Due Date), over (b) 5.50%.

The Pass-Through Rate for the Class 2-X Certificates for the Interest

Accrual Period for the first Distribution Date is 0.3412% per annum.

(18) The Class PO Certificates will be Principal Only Certificates and will

not receive any distributions of interest.

(19) The Class A-R Certificates represent the sole Class of residual interest

in the REMIC.

(20) 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.

(21) The Pass-Through Rate for each Class of Subordinated Certificates for the

Interest Accrual Period for any Distribution Date will be a per annum

rate equal to the Subordinate Pass-Through Rate. The Pass-Through Rate

for each Class of Subordinated Certificates for the initial Interest

Accrual Period is 5.5947% per annum.

(22) The Class P Certificates will not be entitled to any interest, but will

be entitled to 100% of any Prepayment Charges paid on the Mortgage Loans.

For federal income tax purposes, the Class P Certificates will be

entitled to 100% of all the amounts payable with respect to the Class

MTR-P Middle Lower Tier REMIC Interest.

<PAGE>

The following table specifies the class designation, interest rate, and

principal amount for each class of Lower Tier REMIC Interests:

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

Lower Tier

REMIC Interest Initial Corresponding

Designation Principal Balance Interest Rate Loan Group

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

LTR-A-1 (1) 6.00% 1

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

LTR-B-1 (1) 6.00% 1

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

LTR-C-1 (1) 6.00% 1

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

LTR-X-1 (2) (3) 1

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

LTR-A-2 (1) 5.50% 2

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

LTR-B-2 (1) 5.50% 2

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

LTR-C-2 (1) 5.50% 2

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

LTR-PO $107,697.00 (4) 2

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

LTR-X-2 (2) (5) 2

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

LTR-A-R (6) (6) N/A

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

LTR-P $100.00 (7) 1 and 2

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

(1) Each Class A Lower Tier REMIC Interest will have an Initial Principal

Balance equal to 0.9% of the Subordinated Portion of its Corresponding Loan

Group. Each Class B Lower Tier REMIC Interest will have an Initial

Principal Balance equal to 0.1% of the Subordinated Portion of its

Corresponding Loan Group. Each Class C Lower Tier REMIC Interest will have

an Initial Principal Balance equal to the excess of its Corresponding Loan

Group (as reduced by the Loan Group's corresponding PO Balance) over the

initial aggregate principal balances of the Class A and Class B Lower Tier

REMIC Interests corresponding to that Loan Group. Hereafter, the Class A,

Class B and Class C Lower Tier REMIC Interests are referred to as "Tracking

Interests."

(2) This Class of Lower Tier REMIC Interest does not pay any principal.

(3) This Class of Lower Tier REMIC Interest is entitled to receive on each

Distribution Date a specified portion of the interest payable on the

Non-Discount Mortgage Loans in the corresponding Loan Group. Specifically,

for each related Distribution Date, this Class of Lower Tier REMIC Interest

is entitled to interest accruals on each Non-Discount Mortgage Loan in

excess of an Adjusted Net Mortgage Rate of 6.00% per annum.

(4) This Class of Lower Tier REMIC Interest does not pay any interest.

(5) This Class of Lower Tier REMIC Interest is entitled to receive on each

Distribution Date a specified portion of the interest payable on the

Non-Discount Mortgage Loans in the corresponding Loan Group. Specifically,

for each related Distribution Date, this Class of Lower Tier REMIC Interest

is entitled to interest accruals on each Non-Discount Mortgage Loan in

excess of an Adjusted Net Mortgage Rate of 5.50% per annum.

(6) The Class LTR-A-R Lower Tier REMIC Interest is the sole class of residual

interest in the Lower Tier REMIC. It does not pay any interest or

principal.

(7) For each Distribution Date, the Class LTR-P Lower Tier REMIC Interest is

entitled to any Prepayment Charges paid on the Mortgage Loans.

On each Distribution Date, the Available Funds shall be distributed with

respect to the the Lower Tier REMIC Interests in the following manner:

<PAGE>

(1) Interest. Interest is to be distributed with respect to each Lower Tier

REMIC Interest at the rates, or according to the formulas, described

above.

(2) Initial Allocations of Realized Losses and Principal.

(a) The Trustee shall first allocate the Realized Losses on the

Group 1 Mortgage Loans (including any reductions in previously

allocated Realized Losses on the Group 1 Mortgage Loans

attributable to any related Subsequent Recoveries), and

distribute the principal on the Group 1 Mortgage Loans between

the LTR-1 Tracking Interests in the same manner that such

amounts are allocated to or distributed between the Group 1

Senior Certificates and the Assumed Balance of the Class

Certificate Balance of each Class of Subordinated Certificates

related to the Group 1 Mortgage Loans.

(b) The Trustee shall first allocate the Realized Losses on the

Group 2 Mortgage Loans (including any reductions in previously

allocated Realized Losses on the Group 2 Mortgage Loans

attributable to any related Subsequent Recoveries), and

distribute the principal on the Group 2 Mortgage Loans between

the Class LTR-PO Interest and the LTR-2 Tracking Interests in

the same manner that such amounts are allocated to or

distributed between (a) the Class PO Certificates and (b) the

remaining Group 2 Senior Certificates and the Assumed Balance

of the Class Certificate Balance of each Class of Subordinated

Certificates related to the Group 2 Mortgage Loans.

(3) Subsequent Allocations. Amounts allocated to the Tracking Interests of

each Group in accordance with Paragraph 2, above, shall be further

allocated as described below.

(4) Principal, if no Cross-Over Situation Exists. If no Cross-Over Situation

exists with respect to any Class of Tracking Interests, Principal Amounts

allocated with respect to each Loan Group's Tracking Interests in

accordance with Paragraph 2, shall be further allocated: first to cause

the Loan Group's corresponding Class A and Class B Tracking Interests to

equal, respectively, 0.9% of the Subordinated Portion and 0.1% of the

Subordinated Portion; and second to the Loan Group's corresponding Class C

Tracking Interest;

(5) Principal, if a Cross-Over Situation Exists. If a Cross-Over Situation

exists with respect to the Class A and Class B Tracking Interests:

(a) If the Calculation Rate in respect of the outstanding Class A

and Class B Tracking Interests is less than the Subordinate

Pass-Through Rate, Principal Relocation Payments will be made

proportionately to the outstanding Class A Tracking Interests

prior to any other Principal Distributions from each such Loan

Group.

(b) If the Calculation Rate in respect of the outstanding Class A

and Class B Tracking Interests is greater than the Subordinate

Pass-Through Rate, Principal Relocation Payments will be made

proportionately to the outstanding Class B Tracking Interests

prior to any other Principal Distributions from each such Loan

Group.

In each case, Principal Relocation Payments will be made so as to cause

the Calculation Rate in respect of the outstanding Class A and Class B

Tracking Interests to equal the Subordinate Pass-Through Rate. With respect to

each Loan Group, if (and to the extent that) the sum of (a) the principal

payments received during the Due Period (as adjusted for amounts allocated to

the related Class PO Certificates) and (b) the Realized Losses (as adjusted

for amounts allocated to the related Class PO Certificates), are

<PAGE>

insufficient to make the necessary reductions of principal on the Class A and

Class B Tracking Interests, then interest will be added to the Loan Group's

Class C Tracking Interest.

Interests for all Loan Groups will not be reduced below 1

percent of the excess of (i) the aggregate outstanding

Principal Balances of all Loan Groups (as adjusted for

amounts allocated to the related Class PO Certificates) as

of the end of any Due Period over (ii) the aggregate Class

Certificate Balance of the Senior Certificates for all Loan

Groups as of the related Distribution Date (after taking

into account distributions of principal on such Distribution

Date).

If (and to the extent that) the limitation in paragraph (c) prevents the

distribution of principal to the Class A and Class B Tracking Interests of a

Loan Group, and if the Loan Group's Class C Tracking Interest has already been

reduced to zero, then the excess principal from that Loan Group (as adjusted

for amounts allocated to the related Class PO Certificates) will be paid to

the Class C Tracking Interests of the other Loan Groups the aggregate Class A

and Class B Tracking Interests of which are less than one percent of the

Subordinated Portion. If the Loan Group corresponding to the Class C Tracking

Interest that receives such payment has a weighted average Adjusted Net

Mortgage Rate below the weighted average Adjusted Net Mortgage Rate of the

Loan Group making the payment, then the payment will be treated by the Lower

Tier REMIC as a Realized Loss. Conversely, if the Loan Group corresponding to

the Class C Tracking Interest that receives such payment has a weighted

average Adjusted Net Mortgage Rate above the weighted average Adjusted Net

Mortgage Rate of the Loan Group making the payment, then the payment will be

treated by the Lower Tier REMIC as a reimbursement for prior Realized Losses.

<PAGE>

The following table specifies the class designation, interest rate, and

principal amount for each class of Middle Tier REMIC Interests:

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

Middle Tier REMIC Initial Principal Interest Rate Corresponding Master

Interest Balance REMIC Certificate

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

MTR-1-A-1 $20,000,000.00 7.50% Class 1-A-1, Class

1-A-2 (1)

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

MTR-1-A-3 $20,000,000.00 4.50% Class 1-A-3

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

MTR-1-A-4 $5,169,000.00 6.00% Class 1-A-4

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

MTR-1-X (2) (3) Class 1-X

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

MTR-2-A-1 $34,000,000.00 5.50% Class 2-A-1, Class

2-A-2 (4)

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

MTR-2-A-3 $34,000,000.00 5.50% Class 2-A-3

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

MTR-2-A-4 $8,060,000.00 5.50% Class 2-A-4

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

MTR-2-A-5 $40,000,000.00 5.50% Class 2-A-5, Class

2-A-6 (5)

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

MTR-2-A-7 $19,335,732.00 5.50% Class 2-A-7

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

MTR-2-A-8 $996,268.00 5.50% Class 2-A-8

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

MTR-2-A-9 $30,000,000.00 5.50% Class 2-A-9, Class

2-A-10 (6)

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

MTR-2-A-11 $26,854,000.00 5.50% Class 2-A-11

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

MTR-2-X (2) (7) Class 2-X

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

MTR-1-$100 $100.00 5.50% Class A-R

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

MTR-PO (8) (9) Class PO

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

MTR-M $6,020,000.00 (10) Class M

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

MTR-B-1 $2,257,500.00 (10) Class B-1

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

MTR-B-2 $1,254,500.00 (10) Class B-2

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

MTR-B-3 $1,128,700.00 (10) Class B-3

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

MTR-B-4 $1,003,300.00 (10) Class B-4

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

MTR-B-5 $627,082.95 (10) Class B-5

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

MTR-P $100.00 (11) Class P

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

<PAGE>

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

MTR-A-R (12) (12) N/A

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

(1) For each Distribution Date, the Class 1-A-2 Certificates are entitled to a

portion of the interest payable on the Class MTR-1-A-1 Middle Tier REMIC

Interest. Specifically, for each Distribution Date, the Class 1-A-2

Certificates are entitled to the interest payable on the Class MTR-1-A-1

Middle Tier REMIC Interest at a per annum rate equal to 7.20% minus LIBOR, but

not less than 0.00%.

(2) This Class of Middle Tier REMIC Interest pays no principal.

(3) For each Distribution Date, the Class MTR-1-X Middle Tier REMIC Interest

is entitled to all the interest payable with respect to the Class LTR-X-1

Lower Tier REMIC Interest.

(4) For each Distribution Date, the Class 2-A-2 Certificates are entitled to a

portion of the interest payable on the Class MTR-2-A-1 Middle Tier REMIC

Interest. Specifically, for each Distribution Date, the Class 2-A-2

Certificates are entitled to the interest payable on the Class MTR-2-A-1

Middle Tier REMIC Interest at a per annum rate equal to 4.80% minus LIBOR, but

not less than 0.00%.

(5) For each Distribution Date, the Class 2-A-6 Certificates are entitled to a

portion of the interest payable on the Class MTR-2-A-5 Middle Tier REMIC

Interest. Specifically, for each Distribution Date, the Class 2-A-6

Certificates are entitled to the interest payable on the Class MTR-2-A-5

Middle Tier REMIC Interest at a per annum rate equal to 5.02% minus LIBOR, but

not less than 0.00%.

(6) For each Distribution Date, the Class 2-A-10 Certificates are entitled to

a portion of the interest payable on the Class MTR-2-A-9 Middle Tier REMIC

Interest. Specifically, for each Distribution Date, the Class 2-A-10

Certificates are entitled to the interest payable on the Class MTR-2-A-9

Middle Tier REMIC Interest at a per annum rate equal to 5.00% minus LIBOR, but

not less than 0.00%.

(7) For each Distribution Date, the Class MTR-2-X Middle Tier REMIC Interest

is entitled to all the interest payable with respect to the Class LTR-X-2

Lower Tier REMIC Interest.

(8) For each Distribution Date, the Class MTR-PO Middle Tier REMIC Interest is

entitled to all the principal payable with respect to the Class LTR-PO Lower

Tier REMIC Interest.

(9) This Class of Middle Tier REMIC Interest pays no interest.

(10) The Subordinate Pass-Through Rate.

(11) For each Distribution Date, the Class MTR-P Middle Tier REMIC Interest is

entitled to 100% of all the amounts payable with respect to the Class LTR-P

Lower Tier REMIC Interest.

(12) The MT-A-R is the sole class of residual interest in the Middle Tier

REMIC. It pays no interest or principal.

On each Distribution Date, interest shall be payable on the Middle Tier

REMIC Interests according the formulas described above, and principal,

Realized Losses and Subsequent Recoveries shall be allocated among the Middle

Tier REMIC Interests in the same manner that such items are allocated among

their corresponding Certificate Classes.

The foregoing REMIC structure is intended to cause all of the cash from

the Mortgage Loans to flow through to the Master REMIC as cash flow on a REMIC

regular interest, without creating any shortfall-actual or potential (other

than for credit losses) to any REMIC regular interest.

<PAGE>

Set forth below are designations of Classes or Components of

Certificates and other defined terms to the categories used herein:

<TABLE>

<S> <C>

Accretion Directed Certificates.... None.

Accretion Directed Components...... None.

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

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

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

Certificates.

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

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

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

Components......................... None.

Delay Certificates................. All interest-bearing Classes of Certificates other than

the Non-Delay Certificates, if any.

ERISA-Restricted Certificates...... The Residual Certificates and Private Certificates; and

any Certificate of a Class that ceases to satisfy the

applicable rating requirement under the Underwriter's

Exemption.

Floating Rate Certificates......... Class 1-A-1, Class 2-A-1, Class 2-A-5 and Class 2-A-9

Certificates.

Group 1 Certificates............... Group 1 Senior Certificates and the portions of the

Subordinated Certificates related to Loan Group 1.

Group 1 Senior Certificates........ Class 1-A-1, Class 1-A-2, Class 1-A-3, Class 1-A-4,

Class 1-X and Class A-R Certificates.

Group 2 Certificates............... Group 2 Senior Certificates and the portions of the

Subordinated Certificates related to Loan Group 2.

Group 2 Senior Certificates........ Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4,

Class 2-A-5, Class 2-A-6, Class 2-A-7, Class 2-A-8,

Class 2-A-9, Class 2-A-10, Class 2-A-11, Class 2-X and

Class PO Certificates.

Inverse Floating Rate Certificates. Class 1-A-2, Class 2-A-2, Class 2-A-6 and Class 2-A-10

Certificates.

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

Certificates.

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

<PAGE>

Notional Amount Certificates....... Class 1-A-2, Class 2-A-2, Class 2-A-6, Class 2-A-10,

Class 1-X and Class 2-X Certificates.

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

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

Certificates.

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

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

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

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

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

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

Certificates.

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

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

Senior Certificate Group........... The Group 1 Senior Certificates or the Group 2 Senior

Certificates, as applicable.

Senior Certificates................ Class 1-A-1, Class 1-A-2, Class 1-A-3, Class 1-A-4,

Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4,

Class 2-A-5, Class 2-A-6, Class 2-A-7, Class 2-A-8,

Class 2-A-9, Class 2-A-10, Class 2-A-11, Class 1-X,

Class 2-X, 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........................ Countrywide Securities Corporation.

</TABLE>

With respect to any of the foregoing designations as to which the

corresponding reference is "None," all defined terms and provisions 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.

<PAGE>

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

or any Accrual Component and any Distribution Date prior to the related

Accrual Termination Date, the amount allocable to interest on such Class of

Accrual Certificates or Accrual Component with respect to such Distribution

Date pursuant to Section 4.02(a).

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 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 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 and the applicable Non-PO Percentage, 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: As to a Loan Group, the payment required to be made by

the Master Servicer with respect to any Distribution Date pursuant to Section

4.01, the amount of any such payment being equal to the aggregate of payments

of principal and interest on the Mortgage Loans in such Loan Group that were

due on the related Due Date and not received by the Master Servicer as of the

close of business on the related Determination Date, together with an amount

equivalent to interest on each Mortgage Loan as to which the related Mortgaged

Property is an REO Property (net of any net income from such REO Property),

less the aggregate amount of any such delinquent payments that the Master

Servicer has determined would constitute a Nonrecoverable Advance, if

advanced.

Aggregate 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.

I-1

<PAGE>

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, (ii) with respect to the

Class 1-X and Class 2-X Certificates, (a) the ratio that the excess, if any,

of the Adjusted Net Mortgage Rate with respect to such Mortgage Loan, over the

related Required Coupon bears to such Adjusted Net Mortgage Rate or (b) if the

Adjusted Net Mortgage Rate with respect to such Mortgage Loan does not exceed

the related Required Coupon, zero, and (iii) with respect to each other Class

of Certificates the product of (a) the lesser of (I) the ratio that the

related 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 (A) with respect to the

Senior Certificates of the related Senior Certificate Group, 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)) and (B) with respect to the Subordinated Certificates, pursuant to

the definition of Assumed Interest Amount or after a Senior Termination Date

pursuant to clause (i) of the definition of Class Optimal Interest

Distribution Amount (without giving effect to any reduction of such amount

pursuant to Section 4.02(d)) bears to the 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)) or

the definition of Assumed Interest Amount, as applicable.

Amount Available for Senior Principal: As to any Distribution Date

and (a) Loan Group 1, the Available Funds for such Distribution Date and Loan

Group, reduced by the aggregate amount distributable (or allocable to the

Accrual Amount, if applicable) on such Distribution Date in respect of

interest on the related Senior Certificates pursuant to Section 4.02(a)(1)(ii)

and (b) Loan Group 2, the Available Funds for such Distribution Date and Loan

Group, reduced by the aggregate amount distributable (or allocable to the

Accrual Amount, if applicable) on such Distribution Date in respect of

interest on the related Senior Certificates pursuant to Section

4.02(a)(2)(ii).

Amount Held for Future Distribution: As to any Distribution Date

and Mortgage Loans in a Loan Group, the aggregate amount held in the

Certificate Account at the close of business on the related Determination Date

on account of (i) Principal Prepayments received after the related Prepayment

Period and Liquidation Proceeds and Subsequent Recoveries received in the

month of such Distribution Date relating to such Loan Group and (ii) all

Scheduled Payments due after the related Due Date relating to such Loan Group.

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 sale price of the Mortgaged

Property at the time of the origination of such Mortgage Loan; (ii) with

respect to a Refinancing Mortgage Loan other than a Streamlined Documentation

Mortgage Loan, the value of the Mortgaged Property based upon the appraisal

made-at the time of the origination of such Refinancing Mortgage Loan; and

(iii) with respect to a Streamlined Documentation Mortgage Loan, (a) if the

loan-to-value ratio with respect to the Original Mortgage Loan at the time of

the origination thereof was 80% or less and the loan amount of the new

mortgage loan is $650,000 or less, the value of the Mortgaged Property based

upon the appraisal made at the time of the origination of the Original

Mortgage Loan and (b) if the loan-to-value ratio with respect to the Original

Mortgage Loan at the time of the origination thereof was greater than 80% or

the loan amount of the new loan being originated is greater than $650,000, the

value of the Mortgaged Property

I-2

<PAGE>

based upon the appraisal (which may be a drive-by appraisal) made at the time

of the origination of such Streamlined Documentation Mortgage Loan.

Assumed Balance: For a Distribution Date and Loan Group, an amount

equal to the Subordinated Percentage for that Distribution Date relating to

that Loan Group of the aggregate of the applicable Non-PO Percentage of the

Stated Principal Balance of each Mortgage Loan in such Loan Group as of the

Due Date occurring in the month prior to the month of that Distribution Date

(after giving effect to Principal Prepayments received in the Prepayment

Period related to such Due Date).

Assumed Interest Amount: With respect to any Distribution Date and

each Class of Subordinated Certificates, one month's interest accrued during

the related Interest Accrual Period at the Pass-Through Rate for such Class on

the applicable Subordinated Portion immediately prior to that Distribution

Date.

Available Funds: As to any Distribution Date and the Mortgage

Loans in a Loan Group, the sum of (a) the aggregate amount held in the

Certificate Account at the close of business on the related Determination

Date, including any Subsequent Recoveries, in respect of such Mortgage Loans

net of the related Amount Held for Future Distribution, net of the Prepayment

Charges received and net of amounts permitted to be withdrawn from the

Certificate Account pursuant to clauses (i) - (viii), inclusive, of Section

3.08(a) in respect of such Mortgage Loans, and amounts permitted to be

withdrawn from the Distribution Account pursuant to clauses (i) - (iii),

inclusive, of Section 3.08(b) in respect of such Mortgage Loans, (b) the

amount of the related Advance and (c) in connection with Defective Mortgage

Loans in such Loan Group, as applicable, the aggregate of the Purchase Prices

and Substitution Adjustment Amounts deposited on the related Distribution

Account Deposit Date; provided, however, that after a Senior Termination Date,

Available Funds with respect to the Loan Group relating to the remaining

Senior Certificate Group shall include the Available Funds from the other Loan

Groups after all distributions are made on the Senior Certificates of the

other Senior Certificate Group or Groups and on any Distribution Date

thereafter, Available Funds shall be calculated based upon all the Mortgage

Loans in the Mortgage Pool, as opposed to the Mortgage Loans in the related

Loan Group. The Holders of the Class P Certificates will be entitled to all

Prepayment Charges received on the Mortgage Loans and such amounts will not be

available for distribution to the Holders of any other Class of Certificates.

Bankruptcy Code: The United States Bankruptcy Reform Act of

1978, as amended.

Blanket Mortgage: The mortgage or mortgages encumbering the

Cooperative Property.

Book-Entry Certificates: As specified in the Preliminary

Statement.

Business Day: Any day other than (i) a Saturday or a Sunday, or

(ii) a day on which banking institutions in the City of New York, New York, or

the States of California or Texas or the city in which the Corporate Trust

Office of the Trustee is located are authorized or obligated by law or

executive order to be closed.

Calculation Rate: For each Distribution Date, the product of (i)

10 and (ii) the weighted average rate of the outstanding Class A and Class B

Interests, treating each Class A Interest as capped at zero or reduced by a

fixed percentage of 100% of the interest accruing on such Class A Interest.

Certificate: Any one of the Certificates executed by the Trustee

in substantially the forms attached hereto as exhibits.

I-3

<PAGE>

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 2005-J13, Mortgage Pass-Through Certificates, Series 2005-J13."

Certificate Balance: With respect to any Certificate at any date

(other than the Notional Amount Certificates), 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 increase in the

Certificate Balance of each Certificate pursuant to Section 4.02 due to the

receipt of Subsequent Recoveries, (B) minus the sum of (i) all distributions

of principal previously made with respect thereto and (ii) all Realized Losses

allocated thereto and, in the case of the 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. The Notional Amount Certificates have no Certificate

Balances.

Certificate Group: The Group 1 Certificates or Group 2

Certificates, as the context requires.

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).

I-4

<PAGE>

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, immediately prior to such

Distribution Date, subject to reduction as provided in Section 4.02(d) and

(ii) any Class Unpaid Interest Amounts for such Class or Component.

Class P Principal Distribution Date: The first Distribution Date

that occurs after the end of the latest Prepayment Charge period for all

Mortgage Loans that have a Prepayment Charge.

Class PO Component: Not applicable.

Class PO Deferred Amount: As to any Distribution Date and Loan

Group, the aggregate of the applicable PO Percentage of each Realized Loss, on

a Discount Mortgage Loan in that Loan Group to be allocated to the related

Class PO Certificates on such Distribution Date on or prior to the Senior

Credit Support Depletion Date or previously allocated to such Class PO

Certificates and not yet paid to the Holders of the Principal Only

Certificates.

Class Subordination Percentage: With respect to any Distribution

Date and each Class of Subordinated Certificates, the quotient (expressed as a

percentage) of (a) the Class Certificate Balance of such Class of Subordinated

Certificates immediately prior to such Distribution Date divided by (b) the

aggregate of the Class Certificate Balances 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: October 28, 2005.

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 and Loan Group

an amount equal to the product of one-twelfth of 0.125% and the aggregate

Stated Principal Balance of the Mortgage Loans in such Loan Group 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

I-5

<PAGE>

thereof on the Closing Date, (A) plus any increase in the Component Balance of

such Component pursuant to Section 4.02 due to the receipt of Subsequent

Recoveries, (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.

Confirmation: With respect to the Class 2-A-1 Certificates, the

Confirmation (reference FXNEC7525) as amended October 25, 2005, evidencing a

transaction between Bear Stearns Financial Products, Inc. and Countrywide Home

Loans, Inc. With respect to the Class 2-A-5 Certificates, the Confirmation

(reference FXNEC7529) as amended October 25, 2005, evidencing a transaction

between Bear Stearns Financial Products, Inc. and Countrywide Home Loans, Inc.

With respect to the Class 2-A-9 Certificates, the Confirmation (reference

FXNEC7541) dated October 25, 2005, evidencing a transaction between Bear

Stearns Financial Products, Inc. and Countrywide Home Loans, Inc.

Coop Shares: Shares issued by a Cooperative Corporation.

Cooperative Corporation: The entity that holds title (fee or an

acceptable leasehold estate) to the real property and improvements

constituting the Cooperative Property and which governs the Cooperative

Property, which Cooperative Corporation must qualify as a Cooperative Housing

Corporation under Section 216 of the Code.

Cooperative Loan: Any Mortgage Loan secured by Coop Shares and a

Proprietary Lease.

Cooperative Property: The real property and improvements owned by

the Cooperative Corporation, including the allocation of individual dwelling

units to the holders of the Coop Shares of the Cooperative Corporation.

Cooperative Unit: A single family dwelling located in a

Cooperative Property.

Corporate Trust Office: The designated office of the Trustee in

the State of New York at which at any particular time its corporate trust

business with respect to this Agreement shall be administered, which office at

the date of the execution of this Agreement is located at 101 Barclay Street,

8W, New York, New York 10286 (Attn: Mortgage-Backed Securities Group, CWALT,

Inc. Series 2005-J13, facsimile no. (212) 815-3986), and which is the address

to which notices to and correspondence with the Trustee should be directed.

Corridor Contract: With respect to each Class of Covered

Certificates, the transaction evidenced by the related Confirmation (as

assigned to the Corridor Contract Administrator pursuant to the Corridor

Contract Assignment Agreement), a form of which is attached hereto as Exhibit

Corridor Contract Administration Agreement: The corridor contract

administration agreement dated as of the Closing Date among Countrywide, the

Trustee and the Corridor Contract Administrator, a form of which is attached

hereto as Exhibit S-2.

Corridor Contract Administrator: The Bank of New York, in its

capacity as corridor contract administrator under the Corridor Contract

Administration Agreement.

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Corridor Contract Assignment Agreement: The agreement, dated as of

the Closing Date, among Countrywide Home Loans, Inc., the Trustee and Bear

Stearns Financial Products, Inc., a form of which is attached hereto as

Exhibit S-1.

Corridor Contract Counterparty: Bear Stearns Financial Products

Inc.

Corridor Contract Reserve Fund: The separate fund created and

initially maintained by the Trustee pursuant to Section 3.05(g) in the name of

the Trustee for the benefit of the Holders of the Covered Certificates and

designated "The Bank of New York in trust for registered holders of CWALT,

Inc., Alternative Loan Trust 2005-J13, Mortgage Pass-Through Certificates,

Series 2005-J13." Funds in the Corridor Contract Reserve Fund shall be held in

trust for the Holders of the Covered Certificates for the uses and purposes

set forth in this Agreement. For all federal income tax purposes, the Corridor

Contract Reserve Fund will be beneficially owned by the Underwriter.

Corridor Contract Scheduled Termination Date: With respect to the

Class 2-A-1 Certificates, the Distribution Date in March 2010. With respect to

the Class 2-A-5 Certificates, the Distribution Date in June 2018. With respect

to the Class 2-A-5 Certificates, the Distribution Date in September 2020.

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.

Covered Certificates: The Class 2-A-1, Class 2-A-5 and Class 2-A-9

Certificates.

Cross-Over Situation: For any Distribution Date and for each Loan

Group (after taking into account principal distributions on such Distribution

Date) with respect to the Class A and Class B Lower Tier REMIC Interests, a

situation in which the Class A and Class B Interests corresponding to any Loan

Group are in the aggregate less than 1% of the Subordinated Portion of the

Loan Group to which they correspond.

Cut-off Date: With respect to any Mortgage Loan, the later of

October 1, 2005 and the date of origination of that Mortgage Loan.

Cut-off Date Pool Principal Balance: $250,813,880.15.

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

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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 in each Loan Group 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.

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 in a Loan Group with an

Adjusted Net Mortgage Rate that is less than the Required Coupon for that Loan

Group.

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 2005-J13, Mortgage

Pass-Through Certificates, Series 2005-J13." Funds in the Distribution Account

shall be held in trust for the Certificateholders for the uses and purposes

set forth in this Agreement.

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Distribution Account Deposit Date: As to any Distribution Date,

12:30 p.m. Pacific time on the Business Day immediately preceding such

Distribution Date.

Distribution Date: The 25th day of each calendar month after the

initial issuance of the Certificates, or if such 25th day is not a Business

Day, the next succeeding Business Day, commencing in November, 2005.

Due Date: With respect to any Distribution Date, the related Due

Date is 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 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 Proceeds: With respect to any Liquidated Mortgage Loan, the

amount, if any, by which the sum of any Liquidation Proceeds received with

respect to such Mortgage Loan during the calendar month in which such Mortgage

Loan became a Liquidated Mortgage Loan plus any Subsequent Recoveries received

with respect to such Mortgage Loan, net of any amounts previously reimbursed

to the Master Servicer as Nonrecoverable Advance(s) with respect to such

Mortgage Loan pursuant to Section 3.08(a)(iii), exceeds (i) the unpaid

principal balance of such Liquidated Mortgage Loan as of the Due Date in the

month in which such Mortgage Loan became a Liquidated Mortgage Loan plus (ii)

accrued interest at the Mortgage Rate from the Due Date as to which interest

was last paid or advanced (and not reimbursed) to Certificateholders up to the

Due Date applicable to the Distribution Date immediately following the

calendar month during which such liquidation occurred.

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Expense Rate: As to each Mortgage Loan, the sum of the Master

Servicing Fee Rate and the Trustee Fee Rate.

FDIC: The Federal Deposit Insurance Corporation, or any successor

thereto.

FHLMC: The Federal Home Loan Mortgage Corporation, a corporate

instrumentality of the United States created and existing under Title III of

the Emergency Home Finance Act of 1970, as amended, or any successor 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.

Group 1 Senior Certificates: As specified in the Preliminary

Statement.

Group 2 Senior Certificates: As specified in the Preliminary

Statement.

Index: With respect to any Interest Accrual Period for the COFI

Certificates, if any, the then-applicable index used by the Trustee pursuant

to Section 4.07 to determine the applicable Pass-Through Rate for such

Interest Accrual Period for the COFI Certificates.

Indirect Participant: A broker, dealer, bank or other financial

institution or other Person that clears through or maintains a custodial

relationship with a Depository Participant.

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

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 Lower Tier 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

Lower Tier REMIC Regular Interest and any Distribution Date, the one month

period

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commencing on the 25th day of the month preceding the month in which such

Distribution Date occurs 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 Master Servicing Fees,

Servicing Advances and Advances.

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

Loan Group 1: All Mortgage Loans identified as Loan Group 1

Mortgage Loans on the Mortgage Loan Schedule.

Loan Group 2: All Mortgage Loans identified as Loan Group 2

Mortgage Loans on the Mortgage Loan Schedule.

Loan Group Principal Balance: As to any Distribution Date and Loan

Group, the aggregate Stated Principal Balance of the Mortgage Loans in that

Loan Group as of the Due Date in the month preceding the month of the

Distribution Date (after giving effect to Principal Prepayments received in

the Prepayment Period related to such prior Due Date).

Loan-to-Value Ratio: With respect to any Mortgage Loan and as to

any date of determination, the fraction (expressed as a percentage) the

numerator of which is the principal balance of the related Mortgage Loan at

such date of determination and the denominator of which is the Appraised Value

of the related Mortgaged Property.

Lower Tier REMIC: As specified in the Preliminary Statement.

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Lower Tier REMIC Interest: As specified in the Preliminary

Statement.

Lower Tier REMIC Regular Interest: As specified in the Preliminary

Statement.

Lost Mortgage Note: Any Mortgage Note the original of which was

permanently lost or destroyed and has not been replaced.

LTR-A-R Interest: As specified in the Preliminary Statement.

Maintenance: With respect to any Cooperative Unit, the rent paid

by the Mortgagor to the Cooperative Corporation pursuant to the Proprietary

Lease.

Majority in Interest: As to any Class of Regular Certificates, the

Holders of Certificates of such Class evidencing, in the aggregate, at least

51% of the Percentage Interests evidenced by all Certificates of such Class.

Master REMIC: As described in the Preliminary Statement.

Master Servicer: Countrywide Home Loans Servicing LP, a Texas

limited partnership, and its successors and assigns, in its capacity as master

servicer hereunder.

Master Servicer Advance Date: As to any Distribution Date, 12:30

p.m. Pacific time on the Business Day immediately preceding such Distribution

Date.

Master Servicing Fee: As to each Mortgage Loan and any

Distribution Date, an amount payable out of each full payment of interest

received on such Mortgage Loan and equal to one-twelfth of the Master

Servicing Fee Rate multiplied by the Stated Principal Balance of such Mortgage

Loan as of the Due Date in the month preceding the month of such Distribution

Date, subject to reduction as provided in Section 3.14.

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

per annum rate set forth on the Mortgage Loan Schedule.

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.

Middle Tier REMIC: As specified in the Preliminary Statement.

Middle Tier REMIC Interest: As specified in the Preliminary

Statement.

Middle Tier REMIC Regular Interest: As specified in the

Preliminary Statement.

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.

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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.

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 by Loan Group:

(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

Countrywide Mortgage Loan, a Park Granada Mortgage Loan, a

Park Monaco Mortgage Loan or a Park Sienna Mortgage Loan;

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(xiii) a code indicating whether the Mortgage Loan is a Lender PMI

Mortgage Loan and, in the case of any Lender PMI Mortgage

Loan, a percentage representing the amount of the related

interest premium charged to the borrower;

(xiv) the purpose for the Mortgage Loan;

(xv) the type of documentation program pursuant to which the

Mortgage Loan was originated;

(xvi) the direct servicer as of the Cut-off Date and the Master

Servicing Fee Rate; and

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

Mortgage Loan.

Such schedule shall also set forth the total of the amounts described

under (iv) and (v) above for all of the Mortgage Loans and for each Loan Group

and in the aggregate.

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 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.

MTR-A-R Interest: As specified in the Preliminary Statement.

National Cost of Funds Index: The National Monthly Median Cost of

Funds Ratio to SAIF-Insured Institutions published by the Office of Thrift

Supervision.

Net Prepayment Interest Shortfalls: As to any Distribution Date

and Loan Group, the amount by which the aggregate of Prepayment Interest

Shortfalls for such Loan Group exceeds an amount equal to the sum of (a) the

Compensating Interest for such Loan Group and Distribution Date and (b) the

excess, if any, of the Compensating Interest for each of the other Loan Groups

for such Distribution Date over Prepayment Interest Shortfalls experienced by

the Mortgage Loans in such other Loan Groups.

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

Non-Discount Mortgage Loan: Any Mortgage Loan in a Loan Group with

an Adjusted Net Mortgage Rate that is greater than or equal to the Required

Coupon for that Loan Group.

Non-PO Formula Principal Amount: As to any Distribution Date and

Loan Group, the sum of (i) the applicable Non-PO Percentage of (a) the

principal portion of each Scheduled Payment (without giving effect to any

reductions thereof caused by any Debt Service Reductions or Deficient

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Valuations) due on each Mortgage Loan in the related Loan Group on the related

Due Date, (b) the Stated Principal Balance of each Mortgage Loan in the

related Loan Group 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 in

such Loan Group received with respect to such Distribution Date, (d) any

Insurance Proceeds or Liquidation Proceeds allocable to recoveries of

principal of Mortgage Loans in the related Loan Group that are not yet

Liquidated Mortgage Loans received during the calendar month preceding the

month of such Distribution Date, (e) with respect to each Mortgage Loan in a

Loan Group 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 for such Loan Group received during the related

Prepayment Period, and (ii) (A) any Subsequent Recoveries for such Loan Group

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 in such Loan Group which incurred 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 in a Loan

Group, 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 for such Loan Group. As to any Non-Discount

Mortgage Loan, 100%.

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, Subsequent

Recoveries 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 1-A-2 Certificates, an amount equal to the Class Certificate Balance of

the Class 1-A-1 Certificates immediately prior to such Distribution Date. With

respect to any Distribution Date and the Class 2-A-2 Certificates, an amount

equal to the Class Certificate Balance of the Class 2-A-1 Certificates

immediately prior to such Distribution Date. With respect to any Distribution

Date and the Class 2-A-6 Certificates, an amount equal to the Class

Certificate Balance of the Class 2-A-5 Certificates immediately prior to such

Distribution Date. With respect to any Distribution Date and the Class 2-A-10

Certificates, an amount equal to the Class Certificate Balance of the Class

2-A-9 Certificates immediately prior to such Distribution Date. With respect

to any Distribution Date and the Class 1-X Certificates, an amount equal to

the aggregate of the Stated Principal Balances of the Non-Discount Mortgage

Loans in Loan Group 1 as of the Due Date in the preceding calendar month

(after giving effect to Principal Prepayments received in the Prepayment

Period related to such Due Date). With respect to any Distribution Date and

the Class 2-X Certificates, an amount equal to the aggregate of the Stated

Principal Balances of the Non-Discount Mortgage Loans in Loan Group 2 as of

the Due Date in the preceding calendar month (after giving effect to Principal

Prepayments received in the Prepayment Period related to such Due Date).

Notional Amount Certificates: As specified in the Preliminary

Statement.

Offered Certificates: As specified in the Preliminary Statement.

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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 a Seller, the Depositor or the Master Servicer, including,

in-house counsel, reasonably acceptable to the Trustee; provided, however,

that with respect to the interpretation or application of the REMIC

Provisions, such counsel must (i) in fact be independent of a Seller, the

Depositor and the Master Servicer, (ii) not have any direct financial interest

in a Seller, the Depositor or the Master Servicer or in any affiliate thereof,

and (iii) not be connected with a Seller, the Depositor or the Master Servicer

as an officer, employee, promoter, underwriter, trustee, partner, director or

person performing similar functions.

Optional Termination: 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 Certificates, the corresponding percentage

described below, as of the Closing Date:

Class M.................. 4.90%

Class B-1................ 2.50%

Class B-2................ 1.60%

Class B-3................ 1.10%

Class B-4................ 0.65%

Class B-5................ 0.25%

Original Mortgage Loan: The mortgage loan refinanced in connection

with the origination of a Refinancing Mortgage Loan.

Original Subordinate Principal Balance: On or prior to a Senior

Termination Date, the Subordinated Percentage for a Loan Group of the

aggregate of the applicable Non-PO Percentage of the Stated Principal Balances

of the Mortgage Loans in such Loan Group, in each case as of the Cut-off Date;

or if such date is after a Senior Termination Date, 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

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(ii) Certificates in exchange for which or in lieu of which other

Certificates have been executed and delivered by the Trustee

pursuant to this Agreement.

Outstanding Mortgage Loan: As of any Due Date, a Mortgage Loan

with a Stated Principal Balance greater than zero, which was not the subject

of a Principal Prepayment in Full prior to such Due Date or during the

Prepayment Period related to such Due Date and which did not become a

Liquidated Mortgage Loan prior to such Due Date.

Overcollateralized Group: As defined in Section 4.05.

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 Loans Schedule for which Park Granada is the applicable

Seller.

Park Monaco: Park Monaco Inc., a Delaware corporation, and its

successors and assigns, in its capacity as the seller of the Park Monaco

Mortgage Loans to the Depositor.

Park Monaco Mortgage Loans: The Mortgage Loans identified as such

on the Mortgage Loan Schedule for which Park Monaco is the applicable Seller.

Park Sienna: Park Sienna LLC, a Delaware limited liability

company, and its successors and assigns, in its capacity as the seller of the

Park Sienna Mortgage Loans to the Depositor.

Park Sienna Mortgage Loans: The Mortgage Loans identified as such

on the Mortgage Loan Schedule for which Park Sienna is the applicable Seller.

Pass-Through 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 and

related Class PO Certificates, the sum of (i) the sum of the applicable PO

Percentage of (a) the principal portion of each Scheduled Payment (without

giving effect to any reductions thereof caused by any Debt Service Reductions

or Deficient Valuations) due on each Mortgage Loan in the related Loan Group

on the related Due Date, (b) the Stated Principal Balance of each Mortgage

Loan in the related Loan Group 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 in the related Loan Group received with respect to such

Distribution Date, (d) any Insurance Proceeds or Liquidation Proceeds

allocable to recoveries of principal of Mortgage Loans in the related Loan

Group that are not yet Liquidated Mortgage Loans received during the calendar

month preceding the month of such Distribution Date, (e) with respect to each

Mortgage Loan in the related Loan Group 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 with respect to

such Mortgage Loan during the calendar month preceding the month of such

Distribution Date with respect to such Mortgage Loan and (f) all Principal

Prepayments with respect to the Mortgage Loans in the related Loan Group

received during the related Prepayment Period, and (ii) with respect to

Subsequent Recoveries attributable to a Discount Mortgage Loan in the related

Loan Group which incurred a Realized Loss after the Senior Credit Support

Depletion Date, the PO Percentage of any such Subsequent Recoveries on the

Mortgage Loans in such Loan Group received during the calendar month preceding

the month of such Distribution Date.

PO Percentage: As to any Discount Mortgage Loan in a Loan Group, a

fraction (expressed as a percentage) the numerator of which is the excess of

the Required Coupon for such Loan Group 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%.

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Pool Stated Principal Balance: As of any date of determination,

the aggregate of the Stated Principal Balances of the Outstanding Mortgage

Loans.

Prepayment Charge: With respect to any Mortgage Loan, the charges

or premiums, if any, due in connection with a full or partial Principal

Prepayment of such Mortgage Loan within the related Prepayment Charge Period

in accordance with the terms thereof.

Prepayment Charge Period: With respect to any Mortgage Loan, the

period of time during which a Prepayment Charge may be imposed.

Prepayment Interest Excess: As to any Principal Prepayment

received by Countrywide Home Loans Servicing LP 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 (a) by Countrywide Home Loans

Servicing LP 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 October 1, 2005) and on or before the last day of the month preceding

the month of such Distribution Date or (b) by any other servicer during the

month preceding the month of such Distribution Date, the amount, if any, by

which one month's interest at the related Mortgage Rate, net of the Master

Servicing Fee Rate, on such Principal Prepayment exceeds the amount of

interest paid in connection with such Principal Prepayment.

Prepayment Period: As to any Distribution Date and the related Due

Date (i) with respect to any Mortgage Loan directly serviced by Countrywide

Home Loans Servicing LP, the period from the 16th day of a calendar month (or,

in the case of the first Distribution Date, from October 1, 2005) through the

15th day of the following calendar month and (ii) with respect to any other

Mortgage Loan, the calendar month immediately preceding the month of that

Distribution Date.

Prepayment Shift Percentage: Not applicable.

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.

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Principal Relocation Payment: A payment from any Loan Group to an

Lower Tier REMIC Regular Interest other than a Regular Interest corresponding

to that Loan Group as provided in the Preliminary Statement. Principal

Relocation Payments from a Loan Group shall be made of the amounts in respect

of principal from the Mortgage Loans of the Loan Group and shall include a

proportionate allocation of the Realized Losses from the Mortgage Loans of the

Loan Group.

Principal Reserve Fund: A separate Eligible Account created and

maintained by the Trustee pursuant to Section 3.05(h) with a depository

institution in the name of the Trustee for the benefit of the Class P

Certificateholders specified in Section 3.05(h) and designated "The Bank of

New York, Principal Reserve Fund in trust for registered holders of CWALT

2005-J13 Alternative Loan Trust, Mortgage Pass-Through Certificates, Series

2005-J13, Class P".

Priority Amount: As to any Distribution Date, an amount equal to

the sum of (i) the product of (A) the Scheduled Principal Distribution Amount

for Loan Group 2, (B) the Shift Percentage and (C) the Priority Percentage and

(ii) the product of (A) the Unscheduled Principal Distribution Amount for Loan

Group 2, (B) the Shift Percentage and (C) the Priority Percentage.

Priority Percentage: As to any Distribution Date, the percentage

equivalent of a fraction, the numerator of which is the aggregate Class

Certificate Balance of the Class 2-A-7 and Class 2-A-8 Certificates

immediately prior to such Distribution Date, and the denominator of which is

the aggregate of the applicable Non-PO Percentage of the Stated Principal

Balance of each Mortgage Loan in Loan Group 2 as of the Due Date in the month

preceding the month of such Distribution Date (after giving effect to

Principal Prepayments received in the Prepayment Period related to that prior

Due 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: The Prospectus dated October 25, 2005 generally

relating to the mortgage pass-through certificates to be sold by the

Depositor.

Prospectus Supplement: The Prospectus Supplement dated October 27,

2005 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, and (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

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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

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 Liquidated 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: As to any Distribution Date, the last Business Day of

the month preceding the month of each Distribution Date.

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

Refinancing Mortgage Loan: Any Mortgage Loan originated in

connection with the refinancing of an existing mortgage loan.

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Regular Certificates: As specified in the Preliminary Statement.

Relief Act: The Servicemembers Civil Relief Act.

Relief Act Reductions: With respect to any Distribution Date and

any Mortgage Loan as to which there has been a reduction in the amount of

interest collectible thereon for the most recently ended calendar month as a

result of the application of the Relief Act or any similar state laws, the

amount, if any, by which (i) interest collectible on such Mortgage Loan for

the most recently ended calendar month is less than (ii) interest accrued

thereon for such month pursuant to the Mortgage Note.

REMIC: A "real estate mortgage investment conduit" within the

meaning of section 860D of the Code.

REMIC Change of Law: Any proposed, temporary or final regulation,

revenue ruling, revenue procedure or other official announcement or

interpretation relating to REMICs and the REMIC Provisions issued after the

Closing Date.

REMIC Provisions: Provisions of the federal income tax law

relating to real estate mortgage investment conduits, which appear at sections

860A through 860G of Subchapter M of Chapter 1 of the Code, and related

provisions, and regulations promulgated thereunder, as the foregoing may be in

effect from time to time as well as provisions of applicable state laws.

REO Property: A Mortgaged Property acquired by the Trust Fund

through foreclosure or deed-in-lieu of foreclosure in connection with a

defaulted Mortgage Loan.

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: With respect to the Mortgage Loans in Loan Group

1, 6.00% per annum; and with respect to the Mortgage Loans in Loan Group 2,

5.50% 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.

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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 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.

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

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

applicable.

Senior Certificate Group: As specified in the Preliminary

Statement.

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.

Senior Percentage: As to any Senior Certificate Group and

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 of such Senior Certificate Group (other than the related

Class PO Certificates, if any, and Notional Amount Certificates) immediately

prior to such Distribution Date and the denominator of which is the aggregate

of the applicable Non-PO Percentage of the Stated Principal Balance of each

Mortgage Loan in the related Loan Group as of the Due Date occurring in the

month prior to the month of such Distribution Date (after giving effect to

Principal Prepayments received in the Prepayment Period related to such prior

Due Date); provided, however, that on any Distribution Date after a Senior

Termination Date, the Senior Percentage for the Senior Certificates of the

remaining Senior Certificate Group is the percentage equivalent of a fraction,

the numerator of which is the aggregate of the Class Certificate Balances of

each such Class of Senior Certificates (other than the related Class PO

Certificates, if any, and Notional Amount Certificates) of such remaining

Senior Certificate Group immediately prior to such Distribution Date and the

denominator is the aggregate of the Class Certificate Balances of all Classes

of Certificates (other than the Class PO Certificates and the Notional Amount

Certificates), immediately prior to such Distribution Date.

Senior Prepayment Percentage: As to a Senior Certificate Group and

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 related Senior Percentage plus 70% of the

related Subordinated Percentage for such Distribution Date; for any

Distribution Date in the second year thereafter, the related Senior Percentage

plus 60% of the related Subordinated Percentage for such Distribution Date;

for any Distribution Date in the third year thereafter, the related Senior

Percentage plus 40% of the related Subordinated Percentage for such

Distribution Date; for any Distribution Date in the fourth year thereafter,

the related Senior Percentage plus 20% of the related Subordinated Percentage

for such Distribution Date; and for any Distribution Date thereafter, the

related Senior Percentage for such Distribution Date (unless on any

Distribution Date the Senior Percentage exceeds the initial Senior Percentage

of such Senior Certificate Group, in which case the Senior Prepayment

Percentage for such Distribution Date will once again equal 100%).

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Notwithstanding the foregoing, no decrease in any Senior Prepayment Percentage

will occur unless both of the Senior Step Down Conditions are satisfied with

respect to all of the Loan Groups.

Senior Principal Distribution Amount: As to any Distribution Date

and Senior Certificate Group, the sum of (i) the sum, not less than zero, of

the related 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" with respect to the related

Loan Group for such Distribution Date, (ii) with respect to any Mortgage Loan

in the related Loan Group that became a Liquidated Mortgage Loan during the

calendar month preceding the month of such Distribution Date, the lesser of

(x) the related Senior Percentage of the applicable Non-PO Percentage of the

Stated Principal Balance of such Mortgage Loan and (y) the related Senior

Prepayment Percentage of the applicable Non-PO Percentage of the amount of the

Liquidation Proceeds allocable to principal received with respect to the

Mortgage Loan and (iii) the sum of (x) the related 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" with respect to the related Loan Group for such Distribution Date plus

(y) the related 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, on any Distribution

Date after a Senior Termination Date, the Senior Principal Distribution Amount

for the remaining Senior Certificate Group will be calculated pursuant to the

above formula based on all the Mortgage Loans in the Mortgage Pool, as opposed

to the Mortgage Loans in the related Loan Group and, if such Distribution Date

is a Senior Termination Date, shall be reduced by the amount of the principal

distribution made pursuant to (a) if the Group 1 Senior Certificates are

reduced to zero on such date, Section 4.02(a)(1)(iv)(y) and (b) if the Group 2

Senior Certificates are reduced to zero on such date, Section

4.02(a)(2)(iv)(y).

Senior Step Down Conditions: With respect to the Mortgage Loans in

a Loan Group: (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 (a) if such

date is on or prior to a Senior Termination Date, the Subordinated Percentage

for such Loan Group of the aggregate of the applicable Non-PO Percentage of

the aggregate Stated Principal Balance of the Mortgage Loans in that Loan

Group, or (b) if such date is after a Senior Termination Date, the aggregate

Class Certificate Balance of the Subordinated Certificates, does not equal or

exceed 50%, and (ii) cumulative Realized Losses on the Mortgage Loans in each

Loan Group do not exceed: (a) commencing with the Distribution Date on the

fifth anniversary of the first Distribution Date, 30% of the Original

Subordinate Principal Balance, (b) commencing with the Distribution Date on

the sixth anniversary of the first Distribution Date, 35% of the Original

Subordinate Principal Balance, (c) commencing with the Distribution Date on

the seventh anniversary of the first Distribution Date, 40% of the Original

Subordinate Principal Balance, (d) commencing with the Distribution Date on

the eighth anniversary of the first Distribution Date, 45% of the Original

Subordinate Principal Balance, and (e) commencing with the Distribution Date

on the ninth anniversary of the first Distribution Date, 50% of the Original

Subordinate Principal Balance.

Senior Termination Date: For any Senior Certificate Group, the

Distribution Date on which the aggregate Class Certificate Balance of the

Senior Certificates in such Senior Certificate Group (other than the related

Class PO Certificates) has been reduced to zero.

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

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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 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%.

Startup Day: The Closing Date.

Stated Principal Balance: As to any Mortgage Loan and Due Date,

the unpaid principal balance of such Mortgage Loan as of such Due Date, as

specified in the amortization schedule at the time relating thereto (before

any adjustment to such amortization schedule by reason of any moratorium or

similar waiver or grace period) after giving effect to the sum of: (i) any

previous partial Principal Prepayments and the payment of principal due on

such Due Date, irrespective of any delinquency in payment by the related

Mortgagor, and (ii) Liquidation Proceeds allocable to principal (other than

with respect to any Liquidated Mortgage Loan) received in the prior calendar

month and Principal Prepayments received through the last day of the related

Prepayment Period, in each case, with respect to that Mortgage Loan.

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 Loan Group and Distribution

Date on or prior to a Senior Termination Date, 100% minus the Senior

Percentage for the Senior Certificate Group relating to such Loan Group for

such Distribution Date. As to any Distribution Date after a Senior Termination

Date, 100% minus the Senior Percentage for such Distribution Date.

Subordinated Portion: For any Distribution Date, an amount equal

to the aggregate Stated Principal Balance of the Mortgage Loans in the related

Loan Group as of the end of the Prepayment Period related to the immediately

preceding Distribution Date, minus the aggregate Class Certificate Balance of

the related Senior Certificates immediately prior to such Distribution Date.

Subordinated Prepayment Percentage: As to any Distribution Date

and Loan Group, 100% minus the related Senior Prepayment Percentage for such

Distribution Date.

Subordinated Principal Distribution Amount: With respect to any

Distribution Date and Loan Group, an amount equal to the excess of (A) the

sum, not less than zero, of the sum of (i) the

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Subordinated Percentage of the applicable Non-PO Percentage for such Loan

Group 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 for

such Loan Group of the applicable Non-PO Percentage of the Stated Principal

Balance of such Mortgage Loan, and (iii) the related 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 Loan Group and Distribution Date, and (iv) the related

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 for the related Class PO Certificates on the related

Distribution Date, provided, however, that on any Distribution Date after a

Senior Termination Date, the Subordinated Principal Distribution Amount will

not be calculated by Loan Group but will equal the amount calculated pursuant

to the formula set forth above based on the applicable Subordinated Percentage

or Subordinated Prepayment Percentage, as applicable, for the Subordinated

Certificates for such Distribution Date with respect to all of the Mortgage

Loans as opposed to the Mortgage Loans in the related Loan Group.

Subordinate Pass-Through Rate: For the Interest Accrual Period

related to each Distribution Date, a per annum rate equal to (1) the sum of

the following for each Loan Group: the product of (x) the Required Coupon of

the Loan Group and (y) the related Subordinated Portion immediately prior to

that Distribution Date, divided by (2) the aggregate Class Certificate Balance

of the Subordinated Certificates immediately prior to that Distribution Date.

Subsequent Recoveries: As to any Distribution Date, with respect

to a Liquidated Mortgage Loan that resulted in a Realized Loss in a prior

calendar month, unexpected amounts received by the Master Servicer (net of any

related expenses permitted to be reimbursed pursuant to Section 3.08)

specifically related to such Liquidated Mortgage Loan.

Subservicer: Any person to whom the Master Servicer has contracted

for the servicing of all or a portion of the Mortgage Loans pursuant to

Section 3.02 hereof.

Substitute Mortgage Loan: A Mortgage Loan substituted by the

applicable Seller for a Deleted Mortgage Loan which must, on the date of such

substitution, as confirmed in a Request for Release, substantially in the form

of Exhibit M, (i) have a Stated Principal Balance, after deduction of the

principal portion of the Scheduled Payment due in the month of substitution,

not in excess of, and not more than 10% less than the Stated Principal Balance

of the Deleted Mortgage Loan; (ii) be accruing interest at a rate no lower

than and not more than 1% per annum higher than, that of the Deleted Mortgage

Loan; (iii) have a Loan-to-Value Ratio no higher than that of the Deleted

Mortgage Loan; (iv) have a remaining term to maturity no greater than (and not

more than one year less than that of) the Deleted Mortgage Loan; (v) 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

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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.

Tax Matters Person: The person designated as "tax matters person"

in the manner provided under Treasury regulation ss. 1.860F-4(d) and Treasury

regulation ss. 301.6231(a)(7)1. Initially, the Tax Matters Person shall be the

Trustee.

Tax Matters Person Certificate: The Class A-R Certificate with a

Denomination of $0.01.

Transfer: Any direct or indirect transfer or sale of any Ownership

Interest in a Residual Certificate.

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 with respect to such Distribution Date.

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

annum.

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, the

Distribution Account, the Principal Reserve Fund and the Corridor Contract

Reserve Fund, and all amounts deposited therein pursuant to the applicable

provisions of this Agreement; (iii) the rights to receive certain proceeds of

the Corridor Contracts as provided in the Corridor Contract Administration

Agreement; (iv) property that secured a Mortgage Loan and has been acquired by

foreclosure, deed-in-lieu of foreclosure or otherwise; and (v) all proceeds of

the conversion, voluntary or involuntary, of any of the foregoing.

Undercollateralized Group: As defined in Section 4.05.

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: As specified in the Preliminary Statement.

Unscheduled Principal Distribution Amount: With respect 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 and (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

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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 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.

Yield Supplement Amount: For any Distribution Date and Class of Covered

Certificates, on or prior to the applicable Corridor Contract Termination

Date, on which LIBOR exceeds the applicable Strike Rate, the related Yield

Supplement Amount will equal an amount equal to interest for the related

Interest Accrual Period on the Class Certificate Balance of the applicable

Class of Covered Certificates immediately prior to such Distribution Date at a

rate equal to the excess of (i) the lesser of LIBOR and the applicable Ceiling

Rate over (ii) the applicable Strike Rate.

The Strike Rate and Ceiling Rate for each Class of Covered Certificates

is as follows:

Class Strike Rate Ceiling Rate

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

Class 2-A-1..... 4.80% 8.80%

Class 2-A-5..... 5.02% 9.02%

Class 2-A-9..... 5.00% 9.00%

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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 Mortgage Loans

after the Cut-off Date and all interest and principal payments on the related

Mortgage Loans received prior to the Cut-off Date in respect of installments

of interest and principal due thereafter, but not including payments of

principal and interest due and payable on such Mortgage Loans on or before the

Cut-off Date. On or prior to the Closing Date, Countrywide shall deliver to

the Depositor or, at the Depositor's direction, to the Trustee or other

designee of the Depositor, the Mortgage File for each Mortgage Loan listed in

the Mortgage Loan Schedule (except that, in the case of the Delay Delivery

Mortgage Loans (which may include Countrywide Mortgage Loans, Park Granada

Mortgage Loans, Park Monaco Mortgage Loans and Park Sienna Mortgage Loans),

such delivery may take place within thirty (30) days following the Closing

Date). Such delivery of the Mortgage Files shall be made against payment by

the Depositor of the purchase price, previously agreed to by the Sellers and

Depositor, for the Mortgage Loans. With respect to any Mortgage Loan that does

not have a first payment date on or before the Due Date in the month of the

first Distribution Date, Countrywide shall deposit into the Distribution

Account on or before the Distribution Account Deposit Date relating to the

first applicable Distribution Date, an amount equal to one month's interest at

the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of

such Mortgage Loan.

Countrywide further agrees (x) to cause The Bank of New York to

enter into the Corridor Contract Administration Agreement as Corridor Contract

Administrator and (y) to assign all of its right, title and interest in and to

the interest rate corridor transaction evidenced by each Confirmation, and to

cause all of its obligations in respect of such transaction to be assumed by,

the Corridor Contract Administrator, on the terms and conditions set forth in

the Corridor Contract Assignment Agreement.

(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.

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,

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title and interest of the party so endorsing, as noteholder or assignee

thereof, in and to that Mortgage Note); or

(B) with respect to any Lost Mortgage Note, a lost note

affidavit from Countrywide stating that the original Mortgage Note

was lost or destroyed, together with a copy of such Mortgage Note;

(ii) except as provided below and for each Mortgage Loan that is

not a MERS Mortgage Loan, the original recorded Mortgage or a copy of

such Mortgage 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;

(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

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(F) The executed UCC-3 financing statements or other

appropriate UCC financing statements required by state law,

evidencing a complete and unbroken line from the mortgagee to the

Trustee with evidence of recording thereon (or in a form suitable

for recordation).

In addition, in connection with the assignment of any MERS

Mortgage Loan, each Seller agrees that it will cause, at the Trustee's

expense, the MERS(R) System to indicate that the Mortgage Loans sold by such

Seller to the Depositor have been assigned by that Seller to the Trustee in

accordance with this Agreement 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 Series 2005-J13, The Bank of New York, as

trustee",

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(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 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 with respect to the Mortgage Loans,

Countrywide (on its own behalf and on behalf of Park Granada, Park Monaco and

Park Sienna) shall either (i) deliver to the Depositor, or at the Depositor's

direction, to the Trustee or other designee of the Depositor the Mortgage File

as required pursuant to this Section 2.01 for each Delay Delivery Mortgage

Loan or (ii) either (A) substitute a Substitute Mortgage Loan for the Delay

Delivery Mortgage Loan or (B) repurchase the Delay Delivery Mortgage Loan,

which substitution or repurchase shall be accomplished in the manner and

subject to the conditions set forth in Section 2.03 (treating each Delay

Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section

2.03); provided, however, that if Countrywide fails to deliver a Mortgage File

for any Delay Delivery Mortgage Loan within the thirty (30) day period

provided in the prior sentence, Countrywide (on its own behalf and on behalf

of Park Granada, Park Monaco and Park Sienna) shall use its best reasonable

efforts to effect a substitution, rather than a repurchase of, such Deleted

Mortgage Loan and provided further that the cure period provided for in

Section 2.02 or in Section 2.03 shall not apply to the initial delivery of the

Mortgage File for such Delay Delivery Mortgage Loan, but rather Countrywide

(on its own behalf and on behalf of Park Granada, Park Monaco and Park Sienna)

shall have five (5) Business Days to cure such failure to deliver. At the end

of such thirty (30) day period the Trustee shall send a Delay Delivery

Certification for the Delay Delivery Mortgage Loans delivered during such

thirty (30) day period in accordance with the provisions of Section 2.02.

(d) Neither the Depositor nor the Trust will acquire or hold any

Mortgage Loan that would violate the representations made by Countrywide set

forth in clause (48) of Schedule III-A hereto.

SECTION 2.02. Acceptance by Trustee of the Mortgage Loans.

(a) The Trustee acknowledges receipt of the documents identified

in the Initial Certification in the form annexed hereto as Exhibit F-1 and

declares that it holds and will hold such documents and the other documents

delivered to it constituting the Mortgage Files, and that it holds or will

hold such other assets as are included in the Trust Fund, in trust for the

exclusive use and benefit of all present and future Certificateholders. The

Trustee acknowledges that it will maintain possession of the Mortgage Notes in

the State of California, unless otherwise permitted by the Rating Agencies.

The Trustee agrees to execute and deliver on the Closing Date to

the Depositor, the Master Servicer and Countrywide (on its own behalf and on

behalf of Park Granada, Park Monaco and Park Sienna) an Initial Certification

in the form annexed hereto as Exhibit F-1. Based on its review and

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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, Park Monaco and Park Sienna)

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.

Not later than 90 days after the Closing Date, the Trustee shall

deliver to the Depositor, the Master Servicer and Countrywide (on its own

behalf and on behalf of Park Granada, Park Monaco and Park Sienna) a Final

Certification with respect to the Mortgage Loans in the form annexed hereto as

Exhibit H-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, Park Monaco and Park Sienna) shall promptly correct or cure such

defect within 90 days from the date it was so notified of such defect and, if

Countrywide does not correct or cure such defect within such period,

Countrywide (on its own behalf and on behalf of Park Granada, Park Monaco and

Park Sienna) shall either (a) substitute for the related Mortgage Loan a

Substitute Mortgage Loan, which substitution shall be accomplished in the

manner and subject to the conditions set forth in Section 2.03, or (b)

purchase such Mortgage Loan from the Trustee within 90 days from the date

Countrywide (on its own behalf and on behalf of Park Granada, Park Monaco and

Park Sienna) was notified of such defect in writing at the Purchase Price of

such Mortgage Loan; provided, however, that in no event shall such

substitution or purchase occur more than 540 days from the Closing Date,

except that if the substitution or purchase of a Mortgage Loan pursuant to

this provision is required by reason of a delay in delivery of any documents

by the appropriate recording office, and there is a dispute between either the

Master Servicer or Countrywide (on its own behalf and on behalf of Park

Granada, Park Monaco and Park Sienna) and the Trustee over the location or

status of the recorded document, then such substitution or purchase shall

occur within 720 days from the Closing Date. The Trustee shall deliver written

notice to each Rating Agency within 270 days from the Closing Date indicating

each Mortgage Loan (a) which has not been returned by the appropriate

recording office or (b) as to which there is a dispute as to location or

status of such Mortgage Loan. Such notice shall be delivered every 90 days

thereafter until the related Mortgage Loan is returned to the Trustee. Any

such substitution pursuant to (a) above or purchase pursuant to (b) above

shall not be effected prior to the delivery to the Trustee of the Opinion of

Counsel required by Section 2.05 hereof, if any, and any substitution pursuant

to (a) above shall not be effected prior to the additional delivery to the

Trustee of a Request for Release substantially in the form of Exhibit N. No

substitution is permitted to be made in any calendar month after the

Determination Date for such month. The Purchase Price for any such Mortgage

Loan shall be deposited by Countrywide (on its own behalf and on behalf of

Park Granada, Park Monaco and Park Sienna) in the Certificate Account on or

prior to the Distribution Account Deposit Date for the Distribution Date in

the month following the month of repurchase and, upon receipt of such deposit

and certification with respect thereto in the form of Exhibit N hereto, the

Trustee shall release the related Mortgage File to Countrywide (on its own

behalf and on behalf of Park Granada, Park Monaco and Park Sienna) and shall

execute and deliver at Countrywide's (on its own behalf and on behalf of Park

Granada,

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Park Monaco and Park Sienna) request such instruments of transfer or

assignment prepared by Countrywide, in each case without recourse, as shall be

necessary to vest in Countrywide (on its own behalf and on behalf of Park

Granada, Park Monaco and Park Sienna), or its designee, the Trustee's interest

in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing

provisions Countrywide (on its own behalf and on behalf of Park Granada, Park

Monaco and Park Sienna) repurchases 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, Park

Monaco and Park Sienna) or its designee and shall cause such Mortgage to be

removed from registration on the MERS(R) System in accordance with MERS' rules

and regulations or (ii) cause MERS to designate on the MERS(R) System

Countrywide (on its own behalf and on behalf of Park Granada, Park Monaco and

Park Sienna) or its designee as the beneficial holder of such Mortgage Loan.

(b) [Reserved].

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, Schedule II-B, Schedule II-C and Schedule II-D

hereto, and by this reference incorporated herein, to the Depositor, the

Master Servicer and the Trustee, as of the Closing Date, (ii) Schedule III-A

hereto, and by this reference incorporated herein, to the Depositor, the

Master Servicer and the Trustee, as of the Closing Date, or if so specified

therein, as of the Cut-off Date with respect to 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. Park Monaco hereby makes the representations and warranties set forth

in (i) Schedule II-C hereto, and by this reference incorporated herein, to the

Depositor, the Master Servicer and the Trustee, as of the Closing Date and

(ii) Schedule III-D hereto, and by this reference incorporated herein, to the

Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if

so specified therein, as of the Cut-off Date with respect to the Mortgage

Loans that are Park Monaco Mortgage Loans. Park Sienna hereby makes the

representations and warranties set forth in (i) Schedule II-D hereto, and by

this reference incorporated herein, to the Depositor, the Master Servicer and

the Trustee, as of the Closing Date and (ii) Schedule III-E hereto, and by

this reference incorporated herein, to the Depositor, the Master Servicer and

the Trustee, as of the

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Closing Date, or if so specified therein, as of the Cut-off Date with respect

to the Mortgage Loans that are Park Sienna Mortgage Loans.

(b) The Master Servicer hereby makes the representations and

warranties set forth in Schedule IV hereto, and by this reference incorporated

herein, to the Depositor and the Trustee, as of the Closing Date.

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 which are made to the best of a Seller's knowledge,

if it is discovered by either the Depositor, a Seller or the Trustee that the

substance of such representation and warranty is inaccurate and such

inaccuracy materially and adversely affects the value of the related Mortgage

Loan or the interests of the Certificateholders therein, notwithstanding that

Seller's lack of knowledge with respect to the substance of such

representation or warranty, such inaccuracy shall be deemed a breach of the

applicable representation or warranty.

With respect to any Substitute Mortgage Loan or Loans, sold to the

Depositor by a Seller, Countrywide (on its own behalf and on behalf of Park

Granada, Park Monaco and Park Sienna) shall deliver to the Trustee for the

benefit of the Certificateholders the Mortgage Note, the Mortgage, the related

assignment of the Mortgage, and such other documents and agreements as are

required by Section 2.01, with the Mortgage Note endorsed and the Mortgage

assigned as required by Section 2.01. No substitution is permitted to be made

in any calendar month after the Determination Date for such month. Scheduled

Payments due with respect to Substitute Mortgage Loans in the month of

substitution shall not be part of the Trust Fund and will be retained by the

related Seller on the next succeeding Distribution Date. For the month of

substitution, distributions to Certificateholders will include the monthly

payment due on any Deleted Mortgage Loan for such month and thereafter that

Seller shall be entitled to retain all amounts received in respect of such

Deleted Mortgage Loan. The Master Servicer shall amend the Mortgage Loan

Schedule for the benefit of the Certificateholders to reflect the removal of

such Deleted Mortgage Loan and the substitution of the Substitute Mortgage

Loan or Loans and the Master Servicer shall deliver the amended Mortgage Loan

Schedule to the Trustee. Upon such substitution, the Substitute Mortgage Loan

or Loans shall be subject to the terms of this Agreement in all respects, and

the related Seller shall be deemed to have made with respect to such

Substitute Mortgage Loan or Loans, as of the date of substitution, the

representations and warranties made pursuant to Section 2.03(a) with respect

to such Mortgage Loan. Upon any such substitution and the deposit to the

Certificate Account of the

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amount required to be deposited therein in connection with such substitution

as described in the following paragraph, the Trustee shall release the

Mortgage File held for the benefit of the Certificateholders relating to such

Deleted Mortgage Loan to the related Seller and shall execute and deliver at

such Seller's direction such instruments of transfer or assignment prepared by

Countrywide (on its own behalf and on behalf of Park Granada, Park Monaco and

Park Sienna), in each case without recourse, as shall be necessary to vest

title in that Seller, or its designee, the Trustee's interest in any Deleted

Mortgage Loan substituted for pursuant to this Section 2.03.

For any month in which a Seller substitutes one or more Substitute

Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer

will determine the amount (if any) by which the aggregate principal balance of

all Substitute Mortgage Loans sold to the Depositor by that Seller as of the

date of substitution is less than the aggregate Stated Principal Balance of

all Deleted Mortgage Loans repurchased by that Seller (after application of

the scheduled principal portion of the monthly payments due in the month of

substitution). The amount of such shortage (the "Substitution Adjustment

Amount") plus an amount equal to the aggregate of any unreimbursed Advances

with respect to such Deleted Mortgage Loans shall be deposited in the

Certificate Account by Countrywide (on its own behalf and on behalf of Park

Granada, Park Monaco and Park Sienna) on or before the Distribution Account

Deposit Date for the Distribution Date in the month succeeding the calendar

month during which the related Mortgage Loan became required to be purchased

or replaced hereunder.

In the event that a Seller shall have repurchased a Mortgage Loan,

the Purchase Price therefor shall be deposited in the Certificate Account

pursuant to Section 3.05 on or before the Distribution Account Deposit Date

for the Distribution Date in the month following the month during which that

Seller became obligated hereunder to repurchase or replace such Mortgage Loan

and upon such deposit of the Purchase Price, the delivery of the Opinion of

Counsel required by Section 2.05 and receipt of a Request for Release in the

form of Exhibit N hereto, the Trustee shall release the related Mortgage File

held for the benefit of the Certificateholders to such Person, and the Trustee

shall execute and deliver at such Person's direction such instruments of

transfer or assignment prepared by such Person, in each case without recourse,

as shall be necessary to transfer title from the Trustee. It is understood and

agreed that the obligation under this Agreement of any Person to cure,

repurchase or replace any Mortgage Loan as to which a breach has occurred and

is continuing shall constitute the sole remedy against such Persons respecting

such breach available to Certificateholders, the Depositor or the Trustee on

their behalf.

The representations and warranties made pursuant to this Section

2.03 shall survive delivery of the respective Mortgage Files to the Trustee

for the benefit of the Certificateholders.

SECTION 2.04. Representations and Warranties of the Depositor as

to the Mortgage Loans.

The Depositor hereby represents and warrants to the Trustee with

respect to each Mortgage Loan as of the date 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)(ii) hereof, together with all rights of the Depositor to

require each Seller to cure any breach thereof or to repurchase or substitute

for any affected Mortgage Loan in accordance with this Agreement.

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<PAGE>

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, Park Monaco and Park Sienna), at its

option, to either (i) substitute, if the conditions in Section 2.03(c) with

respect to substitutions are satisfied, a Substitute Mortgage Loan for the

affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within

90 days of such discovery in the same manner as it would a Mortgage Loan for a

breach of representation or warranty made pursuant to Section 2.03. The

Trustee shall reconvey to Countrywide the Mortgage Loan to be released

pursuant 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 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.

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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

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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

Subservicers.

(a) The Master Servicer may arrange for the subservicing of any

Mortgage Loan by a Subservicer pursuant to a subservicing agreement; provided,

however, that such subservicing arrangement and the terms of the related

subservicing agreement must provide for the servicing of such Mortgage Loans

in a manner consistent with the servicing arrangements contemplated 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.

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; Corridor Contract

Reserve Fund; Principal Reserve Fund.

(a) The Master Servicer shall make reasonable efforts in

accordance with the customary and usual standards of practice of prudent

mortgage servicers to collect all payments called for under the terms and

provisions of the Mortgage Loans to the extent such procedures shall be

consistent with this Agreement and the terms and provisions of any related

Required Insurance Policy. Consistent with the foregoing, the Master Servicer

may in its discretion (i) waive any late payment charge or any 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 related Master Servicing Fee and Prepayment Interest Excess;

(iii) all payments on account of Prepayment Charges on the

Mortgage Loans;

(iv) 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;

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(v) 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;

(vi) 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;

(vii) all Substitution Adjustment Amounts;

(viii) all Advances made by the Master Servicer pursuant to

Section 4.01; and

(ix) 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 related Master

Servicing Fee.

The foregoing requirements for remittance by the Master Servicer

shall be exclusive, it being understood and agreed that, without limiting the

generality of the foregoing, payments in the nature of late payment charges or

assumption fees, if collected, need not be remitted by the Master Servicer. In

the event that the Master Servicer shall remit any amount not required to be

remitted, it may at any time withdraw or direct the institution maintaining

the Certificate Account to withdraw such amount from the Certificate Account,

any provision 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 until

withdrawn in accordance with Section 3.08.

(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

(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

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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 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 or the Corridor Contract Reserve Fund prior to any change thereof.

(g) On the Closing Date, the Trustee shall establish and maintain

in its name, in trust for the benefit of the Holders of the Covered

Certificates, the Corridor Contract Reserve Fund, and shall deposit $1,000

therein upon receipt from or on behalf of the Depositor of such amount. All

funds on deposit in the Corridor Contract Reserve Fund shall be held separate

and apart from, and shall not be commingled with, any other moneys, including

without limitation, other moneys held by the Trustee pursuant to this

Agreement.

On each Distribution Date, the Trustee shall deposit into the

Corridor Contract Reserve Fund all amounts received in respect of the Corridor

Contracts for the related Interest Accrual Period. The Trustee shall make

withdrawals from the Corridor Contract Reserve Fund to make distributions

pursuant to Section 4.09 exclusively (other than as expressly provided for in

Section 3.08).

Funds in the Corridor Contract Reserve Fund may be invested in

Permitted Investments at the direction of Countrywide Securities Corporation,

which Permitted Investments shall mature not later than the Business Day

immediately preceding the first Distribution Date that follows the date of

such investment (except that if such Permitted Investment is an obligation of

the institution that maintains the Corridor Contract Reserve Fund, then such

Permitted Investment shall mature not later than such Distribution Date) and

shall not be sold or disposed of prior to maturity. In the absence of such

written

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direction, all funds in the Corridor Contract Reserve Fund shall be invested

by the Trustee in The Bank of New York cash reserves. All such Permitted

Investments shall be made in the name of the Trustee, for the benefit of the

Holders of the Covered Certificates. Any net investment earnings on such

amounts shall be retained therein until withdrawn as provided in Section 3.08.

Any losses incurred in the Corridor Contract Reserve Fund in respect of any

such investments shall be charged against amounts on deposit in the Corridor

Contract Reserve Fund (or such investments) immediately as realized. The

Trustee shall not be liable for the amount of any loss incurred in respect of

any investment or lack of investment of funds held in the Corridor Contract

Reserve Fund and made in accordance with this Section 3.05. Corridor Contract

Reserve Fund will not constitute an asset of any REMIC created hereunder.

(h) The Trustee shall establish and maintain, on behalf of the

Class P Certificateholders, a Principal Reserve Fund in the name of the

Trustee. On the Closing Date, the Depositor shall deposit into the Principal

Reserve Fund $100. Funds on deposit in the Principal Reserve Fund shall not be

invested.

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

Escrow Accounts.

(a) To the extent required by the related Mortgage Note and not

violative of current law, the Master Servicer shall establish and maintain one

or more accounts (each, an "Escrow Account") and deposit and retain therein

all collections from the Mortgagors (or advances by the Master Servicer) for

the payment of taxes, assessments, hazard insurance premiums or comparable

items for the account of the Mortgagors. Nothing 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 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.

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.

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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.

SECTION 3.08. Permitted Withdrawals from the Certificate Account,

the Distribution Account, the Corridor Contract

Reserve Fund and the Principal Reserve Fund.

(a) The Master Servicer may from time to time make withdrawals

from the Certificate Account for the following purposes:

(i) to pay to the Master Servicer (to the extent not previously

retained by the Master Servicer) the servicing compensation to which it

is entitled pursuant to Section 3.14, and to pay to the Master Servicer,

as additional servicing compensation, earnings on or investment income

with respect to funds in or credited to the Certificate Account;

(ii) to reimburse each of the Master Servicer and the Trustee for

unreimbursed Advances made by it, such right of reimbursement pursuant

to this subclause (ii) being limited to amounts received on the Mortgage

Loan(s) in respect of which any such Advance was made;

(iii) to reimburse each of the Master Servicer and the Trustee for

any Nonrecoverable Advance previously made by it;

(iv) to reimburse the Master Servicer for Insured Expenses from

the related Insurance Proceeds;

(v) to reimburse the Master Servicer for (a) unreimbursed

Servicing Advances, the Master Servicer's right to reimbursement

pursuant to this clause (a) with respect to any Mortgage Loan being

limited to amounts received on such Mortgage Loan(s) 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 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 sum of (a) the related Available Funds,

(b) any Prepayment Charges received and (c) the Trustee Fee for such

Distribution Date and remit such amount to the Trustee for deposit in

the Distribution Account; and

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(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 second to 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;

(ii) to pay to the Master Servicer as additional servicing

compensation earnings on or investment income with respect to funds in

the Distribution Account;

(iii) to withdraw and return to the Master Servicer any amount

deposited in the Distribution Account and not required to be deposited

therein;

(iv) to reimburse the Trustee for any unreimbursed Advances made

by it pursuant to Section 4.01(b) hereof, such right of reimbursement

pursuant to this subclause (iv) being limited to (x) amounts received on

the related Mortgage Loan(s) in respect of which any such Advance was

made and (y) amounts not otherwise reimbursed to the Trustee pursuant to

Section 3.08(a)(ii) hereof;

(v) to reimburse the Trustee for any Nonrecoverable Advance

previously made by the Trustee pursuant to Section 4.01(b) hereof, such

right of reimbursement pursuant to this subclause (v) being limited to

amounts not otherwise reimbursed to the Trustee pursuant to Section

3.08(a)(iii) hereof; and

(vi) to clear and terminate the Distribution Account upon

termination of the Agreement pursuant to Section 9.01 hereof.

Reserve Fund for distribution to the Covered Certificates in the manner

specified in Section 4.09 (and to withhold from the amounts so withdrawn the

amount of any taxes that it is authorized to retain pursuant to the second to

last paragraph of Section 8.11). In addition, the Trustee may from time to

time make withdrawals from the Corridor Contract Reserve Fund for the

following purposes:

(i) to withdraw any amount deposited in the Corridor Contract

Reserve Fund and not required to be deposited therein; and

(ii) to clear and terminate the Corridor Contract Reserve Fund

upon the earlier of (i) the reduction of the aggregate Class Certificate

Balance of the Covered Certificates to zero, and (ii) the termination of

this Agreement pursuant to Section 9.01.

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(d) On the Business Day before the Class P Principal Distribution

Date, the Trustee shall transfer from the Principal Reserve Fund to the

Distribution Account $100 and shall distribute such amount to the Class P

Certificates on the Class P Principal Distribution Date. Following the

distributions to be made in accordance with the preceding sentence, the

Trustee shall then terminate the Principal Reserve Fund.

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 the proceeds of liquidation

of the Mortgage Loan 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 outstanding principal balance of

the related Mortgage Loan, (ii) the replacement value of the improvements

which are part of such Mortgaged Property, and (iii) the maximum amount of

such insurance available for the related Mortgaged Property under the national

flood insurance program.

(b) The Master Servicer shall not take any action which would

result in non-coverage under any applicable Primary Insurance Policy of any

loss which, but for the actions of the Master Servicer, would have been

covered thereunder. The Master Servicer shall not cancel or refuse to renew

any such Primary Insurance Policy that is in effect at the date of the initial

issuance of the Certificates and is required to be kept in force hereunder

unless the replacement Primary Insurance Policy for such canceled or

non-renewed policy is maintained with a Qualified Insurer.

Except with respect to any Lender PMI Mortgage Loans, the Master

Servicer shall not be required to maintain any Primary Insurance Policy (i)

with respect to any Mortgage Loan with a Loan-to-Value Ratio less than or

equal to 80% as of any date of determination or, based on a new appraisal, the

principal balance of such Mortgage Loan represents 80% or less of the new

appraised value or (ii) if maintaining such Primary Insurance Policy is

prohibited by applicable law. With respect to the Lender PMI Mortgage Loans,

the Master Servicer shall maintain the Primary Insurance Policy for the life

of such Mortgage Loans, unless otherwise provided for in the related Mortgage

Note or prohibited by law.

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The Master Servicer agrees to effect the timely payment of the

premiums on each Primary Insurance Policy, and such costs not otherwise

recoverable shall be recoverable by the Master Servicer from the related

proceeds of liquidation and Subsequent Recoveries.

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 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 Mort