SWAP CONTRACT ADMINISTRATION AGREEMENT



            This SWAP CONTRACT ADMINISTRATION AGREEMENT, dated as of August 30,

2006 (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").



            WHEREAS, CHL is a party to an interest rate swap agreement between

CHL and Lehman Brothers Special Financing Inc. (the "Counterparty"), with a

Trade Date of August 24, 2006 and a reference number of Global Deal ID 2640101

(the "Swap Contract"), a copy of which is attached to this Agreement at Exhibit

A;



            WHEREAS, CHL is conveying certain mortgage loans and other related

assets to a trust fund, CWALT, Inc. Alternative Loan Trust 2006-OC7 (the "Trust

Fund") created pursuant to a Pooling and Servicing Agreement, dated as of August

1, 2006 (the "Pooling and Servicing Agreement"), among CWALT, Inc., as

depositor, CHL, as a seller, Park Granada LLC, as a seller, Park Monaco Inc., as

a seller, Park Sienna LLC, as a seller, Countrywide Home Loans Servicing LP, as

master servicer (the "Master Servicer"), and the Trustee;



            WHEREAS, simultaneously with the execution and delivery of this

Agreement, CHL is assigning all of its rights, and delegating all of its duties

and obligations under the Swap Contract to the Swap Contract Administrator,

pursuant to the Assignment Agreement, dated as of the date hereof (the

"Assignment Agreement"), among CHL, as assignor, the Swap Contract

Administrator, as assignee, and the Counterparty;



            WHEREAS, the parties hereto desire that the Trustee make remittances

to the Swap Contract Administrator as contemplated by and to the extent provided

in the Pooling and Servicing Agreement to cover payments due to the Counterparty

under the Swap Contract;



            WHEREAS, CHL desires that the Net Payments (as defined below)

payable by the Counterparty on the Swap Contract be distributed to the Trustee

under the Pooling and Servicing Agreement to be applied for the purposes

specified in the Pooling and Servicing Agreement and that the Excess Payments

(as defined below) on the Swap Contract be distributed to CHL;



            WHEREAS, CHL and the Trustee desire to appoint the Swap Contract

Administrator, and the Swap Contract Administrator desires to accept such

appointment, to distribute funds received under the Swap Contract to the Trustee

and to CHL as provided in this Agreement, and, in the case of a NIM Issuance, to

distribute Excess Payments in accordance with the related Swap Excess Assignment

Agreement (each as defined below).



            NOW, THEREFORE, in consideration of the mutual covenants contained

in this Agreement, and for other good and valuable consideration, the receipt

and adequacy of which are hereby acknowledged, the parties agree as follows:



{PAGE}



1. Definitions. Capitalized terms used but not otherwise defined in this

Agreement shall have the respective meanings assigned thereto in the Pooling and

Servicing Agreement.



            Benefited Certificates: The LIBOR Certificates.



            Excess Payment: For any Distribution Date on or prior to the Swap

Contract Termination Date and as to which the Swap Contract or a replacement

swap contract is in effect, an amount equal to the excess, if any, of (i) the

Net Swap Payment (as defined in the Pooling and Servicing Agreement) received by

the Swap Contract Administrator from the Counterparty with respect to such

Distribution Date over (ii) the Net Payment for such Distribution Date. For any

Distribution Date on or prior to the Swap Contract Termination Date but only if

neither the Swap Contract nor a replacement swap contract is in effect, zero.

For any Distribution Date after the Swap Contract Termination Date, an amount

equal to all remaining funds on deposit in the Swap Administration Account.



            Indenture Trustee: With respect to a NIM Issuance (if any), the

indenture trustee under the indenture pursuant to which the notes related to

such NIM Issuance are issued.



            ISDA Credit Support Annex: An ISDA Credit Support Annex negotiated

and established as provided in Section 5.



            Net Payment: With respect to any Distribution Date on or prior to

the Swap Contract Termination Date, an amount equal to the sum of (i) any

Current Interest and Interest Carry Forward Amounts in respect of the Benefited

Certificates, (ii) any Net Rate Carryover in respect of the Benefited

Certificates, (iii) any Unpaid Realized Loss Amounts in respect of the Benefited

Certificates and (iv) any remaining Overcollateralization Deficiency Amount, in

each case remaining unpaid following the distribution to the Benefited

Certificates of Excess Cashflow pursuant to Section 4.02(c)(i) through (iv) of

the Pooling and Servicing Agreement. With respect to any Distribution Date after

the Swap Contract Termination Date, zero.



            NIM Issuance: An issuance by a NIM Trust, on or after the date

hereof, of asset-backed notes secured by the Class C Certificates and/or Class P

Certificates.



            NIM Trust: A Delaware statutory trust or other special-purpose

entity that is the issuer of the securities issued in connection with a NIM

Issuance (if any).



            Responsible Officer: When used with respect to the Swap Contract

Administrator, any Vice President, any Assistant Vice President, the Secretary,

any Assistant Secretary, any Trust Officer or any other officer of the Swap

Contract Administrator 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.

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