0000905148-07-006041 Sample Contracts

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...
Pooling and Servicing Agreement • September 14th, 2007 • Alternative Loan Trust 2007-Oh3 • Asset-backed securities • New York

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

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ASSIGNMENT AGREEMENT
Assignment Agreement • September 14th, 2007 • Alternative Loan Trust 2007-Oh3 • Asset-backed securities • New York
SWAP CONTRACT ADMINISTRATION AGREEMENT
Swap Contract Administration Agreement • September 14th, 2007 • Alternative Loan Trust 2007-Oh3 • Asset-backed securities • New York

This SWAP CONTRACT ADMINISTRATION AGREEMENT, dated as of July 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”).

ASSIGNMENT AGREEMENT
Assignment Agreement • September 14th, 2007 • Alternative Loan Trust 2007-Oh3 • Asset-backed securities • New York

ASSIGNMENT AGREEMENT, dated as of July 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-OH3, pursuant to a Swap Contract Administration Agreement (the “Swap Contract Administration Agreement”) dated as of July 30, 2007, and BNP PARIBAS (“Remaining Party”).

GUARANTEE OF LEHMAN BROTHERS HOLDINGS INC.
Lehman Brothers • September 14th, 2007 • Alternative Loan Trust 2007-Oh3 • Asset-backed securities
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