0000905148-07-003271 Sample Contracts

The Pooling and Servicing Agreement
Pooling and Servicing Agreement • April 17th, 2007 • Alternative Loan Trust 2007-Oa7 • Asset-backed securities • New York

THIS POOLING AND SERVICING AGREEMENT, dated as of March 1, 2007, among CWALT, INC., a Delaware corporation, as depositor (the “Depositor”), COUNTRYWIDE HOME LOANS, INC. (“Countrywide”), a New York corporation, as a seller (a “Seller”), PARK GRANADA LLC (“Park Granada”), a Delaware limited liability company, as a seller (a “Seller”), PARK MONACO INC. (“Park Monaco”), a Delaware corporation, as a seller (a “Seller”), PARK SIENNA LLC (“Park Sienna”), a Delaware limited liability company, as a seller (a “Seller”), COUNTRYWIDE HOME LOANS SERVICING LP, a Texas limited partnership, as master servicer (the “Master Servicer”), and THE BANK OF NEW YORK, a banking corporation organized under the laws of the State of New York, as trustee (the “Trustee”).

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The Item 1115 Agreement
Item 1115 Agreement • April 17th, 2007 • Alternative Loan Trust 2007-Oa7 • Asset-backed securities • New York

Item 1115 Agreement dated as of April 27, 2006 (this “Agreement”), between COUNTRYWIDE HOME LOANS, INC., a New York corporation (“CHL”), CWABS, INC., a Delaware corporation (“CWABS”), CWMBS, Inc., a Delaware corporation (“CWMBS”), CWALT, Inc., a Delaware corporation (“CWALT”), CWHEQ, Inc., a Delaware corporation (“CWHEQ”) and DEUTSCHE BANK AG, NEW YORK BRANCH, as counterparty (the “Counterparty”).

The Assignment Agreement
Assignment Agreement • April 17th, 2007 • Alternative Loan Trust 2007-Oa7 • Asset-backed securities • New York

ASSIGNMENT AGREEMENT, dated as of March 30, 2007 (“Assignment Agreement”), among COUNTRYWIDE HOME LOANS, INC. (“Assignor”), THE BANK OF NEW YORK (“Assignee”), not in its individual or corporate capacity but solely as Swap Contract Administrator for Alternative Loan Trust 2007-OA7, pursuant to a Swap Contract Administration Agreement (the “Swap Contract Administration Agreement”) dated as of March 30, 2007, and DEUTSCHE BANK AG, NEW YORK BRANCH (“Remaining Party”).

The Swap Contract Administration Agreement
Swap Contract Administration Agreement • April 17th, 2007 • Alternative Loan Trust 2007-Oa7 • Asset-backed securities • New York

This SWAP CONTRACT ADMINISTRATION AGREEMENT, dated as of March 30, 2007 (this “Agreement”), among THE BANK OF NEW YORK (“BNY”), as Swap Contract Administrator (in such capacity, the “Swap Contract Administrator”) and not in its individual or corporate capacity but solely as Trustee under the Pooling and Servicing Agreement referred to below (in such capacity, the “Trustee”), and COUNTRYWIDE HOME LOANS, INC. (“CHL”).

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