Bank of America Class Action Suit

1 LIONEL Z.
GLANCY (#134180)
MICHAEL GOLDBERG (#188669)
2 1801 Avenue of the Stars, Suite 311
Los Angeles, California 90067
3 Telephone: (310) 201-9150
4 Facsimile: (310) 201-9160
E-mail: info@glancylaw.com
5
Liaison Counsel for Lead Plaintiff Iowa Public
6
Employees’ Retirement System
7 [Additional Counsel on Signature Page]
8
UNITED STATES DISTRICT COURT
9 CENTRAL DISTRICT OF CALIFORNIA
10 MAINE STATE RETIREMENT SYSTEM, No. 2:10-CV-00302 MRP
Individually and On Behalf of All Others (MAN)
11 Similarly Situated,
12 Plaintiff,
CLASS ACTION
13 v.
14 COUNTRYWIDE FINANCIAL
CORPORATION; COUNTRYWIDE AMENDED CONSOLIDATED
15 SECURITIES CORPORATION; CLASS ACTION COMPLAINT
COUNTRYWIDE HOME LOANS, INC.;
16 COUNTRYWIDE CAPITAL MARKETS;
BANK OF AMERICA CORP.; NB
17 HOLDINGS CORPORATION; CWALT,
INC.; CWMBS, INC.; CWABS, INC.;
18 CWHEQ, INC.; J.P. MORGAN
SECURITIES, INC.; DEUTSCHE BANK
19 SECURITIES INC.; BEAR, STEARNS &
CO., INC.; JPMORGAN CHASE, INC.;
20 BANC OF AMERICA SECURITIES LLC;
UBS SECURITIES LLC; MORGAN
21 STANLEY & CO., INC.; EDWARD D.
JONES & CO., L.P.; CITIGROUP GLOBAL
22 MARKETS, INC.; GOLDMAN, SACHS &
CO.; CREDIT SUISSE SECURITIES (USA)
23 LLC; RBS SECURITIES INC.; BARCLAY’S
CAPITAL, INC.; HSBC SECURITIES (USA)
24 INC.; BNP PARIBAS SECURITIES CORP.;
MERRILL LYNCH, PIERCE, FENNER &
25 SMITH, INC.; STANFORD L. KURLAND;
DAVID A. SPECTOR; ERIC P. SIERACKI;
26 N. JOSHUA ADLER; RANJIT KRIPALANI;
JENNIFER S. SANDEFUR; THOMAS
27 KEITH MCLAUGHLIN; THOMAS H.
BOONE; JEFFREY P. GROGIN; DAVID A.
28 SAMBOL,
Defendants.
No. 2:10-cv-00302: AMENDED CONSOLIDATED CLASS ACTION COMPLAINT
1 TABLE OF CONTENTS
2 Page
3 I. SUMMARY OF THE ACTION ..................................................................... 1
4 II. JURISDICTION AND VENUE ...................................................................... 7
5 III. PARTIES ......................................................................................................... 8
6 A. Plaintiffs ................................................................................................ 8
7 B. Defendants ........................................................................................... 13
8 1. Countrywide Defendants .......................................................... 13
9 2. The Issuing Defendants............................................................. 15
10 3. The Underwriter Defendants..................................................... 18
11 4. The Individual Defendants ........................................................ 21
12 5. David A. Sambol ....................................................................... 24
13 C. The Issuing Trust Non-Parties............................................................. 24
14 IV. BACKGROUND ........................................................................................... 24
15 A. Countrywide Was a Leading Issuer and Underwriter of
Mortgage-Backed Securities ............................................................... 24
16
B. Countrywide’s Origination and Securitization Operations ................. 27
17
V. EVIDENCE OF SYSTEMIC DISREGARD OF STATED LOAN
18 ORIGINATION GUIDELINES CONTAINED IN OFFERING
DOCUMENTS .............................................................................................. 31
19
A. Exponential Increase in Certificate Default Rates in Months
20 After Issuance No Matter When Offering Occurred Evidences
Disregard of Origination Guidelines ................................................... 31
21
B. Rating Agencies Collapsed Certificate Ratings to “Junk Bond”
22 Levels Due to Undisclosed “Aggressive Underwriting”
Practices ............................................................................................... 33
23
C. Numerous Government Investigations Reveal the Falsity of the
24 Offering Documents ............................................................................ 35
25 D. Allegations in Numerous Other Civil Lawsuits Show the Falsity
of the Offering Documents .................................................................. 44
26
E. Underwriter Defendants “Contracted Out” and Failed to
27 Conduct Required Due Diligence of Loan Underwriting
Guidelines Contained in Offering Documents .................................... 52
28
No. 2:10-cv-00302: AMENDED CONSOLIDATED CLASS ACTION COMPLAINT i

F. Additional Government Investigations Further Confirm
1 Systemic Disregard for Mortgage Loan Underwriting
Guidelines ............................................................................................ 58
2
G. Underwriter Defendants Employed Rating Shopping Practices
3 to Ensure Inflated Investment Grade Rating for All the
Certificates........................................................................................... 59
4
VI. THE OFFERING DOCUMENTS CONTAINED MATERIAL
5 MISSTATEMENTS AND OMISSIONS REGARDING STATED
UNDERWRITING AND APPRAISAL STANDARDS .............................. 60
6
7 VII. CLASS ACTION ALLEGATIONS .............................................................. 81
8
VIII. STANDING ................................................................................................... 82
9
10 IX. CLAIMS ........................................................................................................ 83
11 COUNT I ....................................................................................................... 83
12 Violation of Section 11 of the Securities Act Against the
Individual Defendants, the Issuing Defendants, and the
13 Underwriter Defendants
14 COUNT II ...................................................................................................... 87
15 Violation of Section 12(a)(2) of the Securities Act Against the
Issuing Defendants and the Underwriter Defendants
16
COUNT III..................................................................................................... 89
17
Violation of Section 15 of the Securities Act Against the
18 Countrywide Defendants, the Individual Defendants, and
Sambol
19
20 X. RELIEF REQUESTED ................................................................................. 89
21 XI. JURY DEMAND ........................................................................................... 90
22
23
24
25
26
27
28
No. 2:10-cv-00302: AMENDED CONSOLIDATED CLASS ACTION COMPLAINT ii

1 Lead Plaintiff Iowa Public Employees’ Retirement System and additional
2 named plaintiffs the General Board of Pension and Health Benefits of the United
3 Methodist Church, Orange County Employees’ Retirement System, and Oregon
4 Public Employees’ Retirement System (collectively, “Plaintiffs”), allege the
5 following upon personal knowledge as to themselves and their own acts and upon
6 information and belief as to all other matters. Plaintiffs’ information and belief is
7 based on the investigation of their counsel. The investigation included, for
8 example: (i) review and analysis of the offering materials for the Certificates as
9 defined below, and the Certificates’ rating histories; (ii) examination of the
10 monthly service or remittance reports issued in connection with the Certificates;
11 (iii) examination of the SEC filings, press releases and other public statements of
12 Countrywide Financial Corporation (“CFC”); (iv) review and analysis of court
13 filings cited herein; (v) review and analysis of media reports, congressional
14 testimony and additional material; and (vi) analysis of the Securities and Exchange
15 Commission’s (“SEC”) Summary Report of Issues Identified in the Commission
16 Staff’s Examinations of Select Credit Rating Agencies (“SEC Report”) and
17 additional documents cited herein. Many of the facts related to Plaintiffs’
18 allegations are known only by the Defendants named herein, or are exclusively
19 within their custody or control. Plaintiffs believe that substantial additional
20 evidentiary support for the allegations set forth below will be developed after a
21 reasonable opportunity for discovery.
22
I. SUMMARY OF THE ACTION
23
24 1. This Complaint is brought by Plaintiffs pursuant to the Securities Act
25 of 1933, 15 U.S.C. § 77a, et seq. (the “Securities Act”), on behalf of all persons or
26 entities who purchased or otherwise acquired $351 billion of the following
27 mortgage-backed securities (“MBS” or “Certificates”) issued pursuant or traceable
28 to Registration Statements, Prospectuses, and Prospectus Supplements filed with
No. 2:10-cv-00302: AMENDED CONSOLIDATED CLASS ACTION COMPLAINT 1

1 the SEC: (1) Alternative Loan Trust Certificates issued by Defendant CWALT,
2 Inc. (“CWALT”); (2) CWABS Asset-Backed Trust Certificates issued by
3 Defendant CWABS, Inc. (“CWABS”); (3) CHL Mortgage Pass-Through Trust
4 Certificates issued by Defendant CWMBS, Inc. (“CWMBS”); and (4) CWHEQ
5 Revolving Home Equity Loan Trusts and Home Equity Loan Trusts issued by
6 Defendant CWHEQ, Inc. (“CWHEQ”) (CWALT, CWABS, CWMBS, and
7 CWHEQ are collectively referred to herein as the “Depositors” or “Issuers”). All
8 of the Certificates were collateralized by residential mortgage loans that
9 Countrywide Home Loans, Inc. (“Countrywide”) or its affiliates originated. The
10 Certificates were sold in 427 separate public offerings (the “Offerings”) over
11 thirty-four months between January 25, 2005 and November 29, 2007. A complete
12 list of each Offering that is the subject of this Complaint is set forth in Exhibit A of
13 the accompanying Appendix.
14 2. The Offerings were underwritten by Defendants Countrywide
15 Securities Corporation (“CSC”), J.P. Morgan Securities, Inc. (“JPMSI”), Deutsche
16 Bank Securities Inc. (“Deutsche Bank”), Bear, Stearns & Co., Inc. (“Bear
17 Stearns”), Banc of America Securities LLC (“BOFAS”), UBS Securities LLC
18 (“UBS”), Morgan Stanley & Co., Inc. (“Morgan Stanley”), Edward D. Jones &
19 Co., L.P. (“Edward Jones”), Citigroup Global Markets, Inc. (“Citigroup”),
20 Goldman, Sachs & Co. (“Goldman Sachs”), Credit Suisse Securities (USA) LLC
21 f/k/a Credit Suisse First Boston LLC (“Credit Suisse”), RBS Securities Inc. f/k/a
22 RBS Greenwich Capital d/b/a Greenwich Capital Markets, Inc. (“RBS”), Barclay’s
23 Capital, Inc. (“Barclay’s), HSBC Securities (USA) Inc. (“HSBC”), BNP Paribas
24 Securities Corp. (“BNP Paribas”), and Merrill Lynch, Pierce, Fenner & Smith, Inc.
25 (“Merrill Lynch”) (collectively the “Underwriters” or “Underwriter Defendants”).
26 3. Plaintiffs assert claims for violations of Sections 11, 12(a)(2) and 15
27 of the Securities Act, 15 U.S.C. §§ 77k, 77l(a)(2) and 77o, arising from material
28 misstatements and omissions in the Registration Statements, Prospectuses and

1 subsequently-filed Prospectus Supplements (collectively referred to herein as the
2 “Offering Documents”). Accordingly, this action involves claims of negligence
3 and strict liability under the Securities Act. The Complaint asserts no allegations
4 of fraud on the part of any Defendant.
5 4. From 2005 through 2007, Countrywide was the nation’s largest
6 residential mortgage lender. Countrywide originated in excess of $850 billion in
7 home loans throughout the United States in 2005 and 2006 alone. Countrywide’s
8 ability to originate residential mortgages on such a massive scale was facilitated, in
9 large part, by its ability to rapidly package or securitize those loans and then,
10 through the activities of the Underwriter Defendants, sell them to investors as
11 purportedly investment grade mortgage-backed securities.
12 5. Each Offering operated in the same manner. A special-purpose trust
13 (the “Issuing Trust”) was created by the Depositor to hold the underlying mortgage
14 loan collateral. Certificates entitled investors to receive monthly distributions of
15 interest and principal from the Issuing Trusts derived from cash flows from
16 borrower repayment of the mortgage loans. The cash flows from the principal and
17 interest payments from those mortgage loans were then divided into multiple
18 classes, or “tranches,” of senior and subordinated Certificates. If borrowers failed
19 to pay back their mortgages, these losses would flow to Plaintiffs based on the
20 seniority of their Certificates. However, since all of the Certificates issued by an
21 individual Issuing Trust were backed by the pool of mortgages associated with that
22 Issuing Trust, a decline in the value of the mortgages in the pool arising from
23 delinquencies, defaults, or other problems with the particular loans would cause a
24 decline in the value of each and every class or tranche of Certificates in the Issuing
25 Trust, regardless of the subordination of certain Certificates to more senior ones.
26 6. The assembly line created by Countrywide and the Underwriter
27 Defendants for the mass production and sale of the Certificates began with
28 Countrywide and its affiliates originating the mortgage loans. These loans were all

1 purportedly underwritten pursuant to specific loan origination guidelines set forth
2 in the Offering Documents. The guidelines provided, inter alia, that Countrywide
3 and its affiliates would assess borrower creditworthiness and appraise the value of
4 the mortgaged property pursuant to standard appraisal methodologies. As set forth
5 below, these descriptions of the loan origination guidelines in the Offering
6 Documents contained material misstatements and omissions since, in fact, the
7 guidelines were systematically disregarded to include borrowers who did not meet
8 the aforementioned criteria.
9 7. Once the loans were originated they were ultimately sold to the
10 Depositors who were all limited purpose entities created by CFC. The Depositors
11 would deposit the loans into Issuing Trusts and, along with the Underwriter
12 Defendants and the Rating Agencies, including Moody’s Investors Service, Inc.
13 (“Moody’s”), Standard & Poor’s (“S&P”) and Fitch Ratings, Inc. (“Fitch”)
14 (collectively referred to herein as the “Rating Agencies”), design the structure of
15 each Offering. The Offering structures determined how the cash flows from the
16 mortgage loans would be distributed to different senior and subordinate classes of
17 Certificate investors. Each Offering purported to provide various forms of investor
18 protections and purported to justify the investment grade ratings assigned to the
19 Certificates.
20 8. It was critically important to the Underwriter Defendants not only
21 that all of the Certificates be assigned investment grade ratings by the Rating
22 Agencies at the time of issuance, but that they be assigned the highest investment
23 grade ratings. The highest investment rating used by the Rating Agencies is AAA
24 (Aaa for Moody’s), which signifies the highest investment grade and suggests that
25 there is almost no risk of investment loss associated with the security – the safest
26 investment next to U.S. Treasury bonds. Ratings of “AA,” “A” and “BBB”
27 represent very high credit quality, high credit quality, and good credit quality,
28 respectively. There are various intermediate ratings between BBB and AAA.

1 Anything rated lower than BBB is considered speculative or “junk,” i.e., not
2 investment grade.
3 9. In fact, all of the Countrywide-issued Certificates were assigned
4 investment grade ratings and over 92% received the highest investment grade
5 ratings. These ratings assured the rapid sale of the Certificates to conservative
6 investors such as public and private pension funds and insurance companies whose
7 investment guidelines typically require them to purchase only investment grade
8 securities. The Underwriter Defendants exercised their substantial economic
9 power by soliciting the Rating Agencies to bid for the ratings engagements via the
10 Rating Agencies’ proposed ratings of the Certificates. The Underwriters’
11 competitive selection process for securing ratings, known as “ratings shopping,”
12 ensured that the highest investment grade ratings were assigned to substantially all
13 of the Certificates.
14 10. After the Certificates were issued, facts began to emerge reflecting
15 that the mortgage collateral supporting the purported investment grade securities
16 was fundamentally impaired and that the guidelines described in the Offering
17 Documents had been systematically disregarded:1
18 11. No matter when the Offering occurred, the default and delinquency
19 rates of the Sampled Certificates skyrocketed exponentially in the first year after
20 the loans were originated, reflecting en mass early payment defaults. Such early
21 defaults are a strong indicator that origination guidelines have not been applied,
22 infra ¶ 89;
23 12. As a result of such poor loan performance the Rating Agencies were
24 forced not merely to downgrade isolated Certificates, but rather to revise the entire
25
1
26 For purposes of the Securities Act, the Depositor is considered the “Issuer”
under Section 2(a)(4), 15 U.S.C. § 77b(a)(4). The “issuing entity” in each Offering
27 was the specifically denominated Issuing Trust, e.g., for the CWALT Series 2005-
11CB $1,145,181,103 Offering on April 27, 2005, the Issuer was CWALT, Inc.
28 and the issuing entity was the Issuing Trust denominated “Alternative Loan Trust
2005-11CB.”
1 methodology used to assign investment grade ratings to the Certificates. Further,
2 in making these fundamental revisions, the Rating Agencies explained that the
3 impetus for the change was previously undisclosed and systematic “aggressive
4 underwriting” practices used to originate the mortgage loan collateral. When these
5 revised methodologies were applied to the Certificates in 2008 and 2009, the result
6 was an unprecedented collapse of the investment grade ratings. Indeed, the
7 Certificates bearing the highest investment grade ratings collapsed largely in one
8 fell swoop – not merely one or two rating levels, but as much as 22 rating levels to
9 below investment grade or junk bond rating. Indeed, 87% of the Certificates have
10 been downgraded to junk bond levels – including over 92% of the Certificates
11 initially awarded AAA/maximum-safety ratings, infra ¶ 97;2
12 13. Investigations into Countrywide’s loan origination practices during
13 the period from 2005 through 2007 and presented in actions filed by the SEC
14 against Countrywide and its senior management, including Angelo Mozilo
15 (“Mozilo”), David Sambol (“Sambol”) and Eric Sieracki (“Sieracki”), as well as by
16 the Illinois and California attorneys general have confirmed, as a result of those
17 agencies’ subpoena power, that Countrywide’s underwriting guidelines were
18 systematically disregarded. In addition, MBIA Insurance Corp. (“MBIA”), one of
19 the largest providers of bond insurance, brought its own lawsuit against
20 Countrywide alleging that Countrywide fraudulently induced it to insure certain
21 Certificates at issue in this action based on its improper loan origination practices.
22 Moreover, allegations set forth in complaints against Countrywide alleging
23 derivative and securities claims have further detailed Countrywide’s rampant
24 disregard for its own loan origination guidelines.
25
2
26 With respect to the ratings downgrade and delinquency figures set forth in
this Complaint, Plaintiffs calculated the figures based on a statistically significant
27 random sample of 309 ($265 billion) of the total 427 ($351 billion) Offerings at
issue in this action. The Offerings or Certificates which were part of the test group
28 are referred to herein at times as the “Sampled Certificates” or “Sampled
Offerings.”
1 14. Fourth, more general government investigations into the issuance of
2 mortgage-backed securities during the period when the Certificates were issued
3 have also confirmed a systemic disregard for loan origination guidelines. Thus, for
4 example, according to the March 2008 policy statement of the President’s Working
5 Group on Financial Markets (the “President’s Working Group”), the underlying
6 causes of the mortgage crisis include, inter alia: (i) “a breakdown in underwriting
7 standards for subprime mortgages”; and (ii) “a significant erosion of market
8 discipline by those involved in the securitization processes, including originators
9 [and] underwriters … related in part to failures to provide or obtain adequate risk
10 disclosures.”
11 15. Finally, commensurate with the exponential increases in delinquency
12 and default rates in the underlying mortgages and the Certificates’ ratings collapse,
13 the value of the Certificates has plummeted.
14 16. As a result of Countrywide’s systemic disregard for its underwriting
15 guidelines, numerous statements set forth in the Offering Documents contained
16 material misstatements and omissions, including regarding: (i) the high quality of
17 the mortgage pools underlying the Issuing Trusts, resulting from the underwriting
18 standards employed to originate the mortgages, the value of the collateral securing
19 the mortgages, and the soundness of the appraisals used to arrive at this value; (ii)
20 the mortgages’ loan-to-value (“LTV”) ratios; and (iii) other criteria that were used
21 to qualify borrowers for mortgages.
22 17. The widespread collapse of Countrywide mortgages not only resulted
23 in damage to Certificate investors but also drove Countrywide toward the brink of
24 bankruptcy. To survive, Countrywide merged with Bank of America in a $4.1
25 billion stock exchange in January 2008.
26
II. JURISDICTION AND VENUE
27
28 18. The claims asserted herein arise under and pursuant to Sections 11,

1 12(a)(2), and 15 of the Securities Act, 15 U.S.C. §§ 77k, 771(a)(2) and 77o. This
2 Court has jurisdiction over the subject matter of this action pursuant to Section 22
3 of the Securities Act, 15 U.S.C. § 77v and 28 U.S.C. § 1331.
4 19. Venue is proper in this District pursuant to Section 22 of the
5 Securities Act and 28 U.S.C. § 1391(b) and (c). Many of the acts and conduct
6 complained of herein occurred in substantial part in this District, including the
7 dissemination of the Offering Documents, which contained material misstatements
8 and omissions, complained of herein. In addition, Defendants conduct business in
9 this District.
10 20. In connection with the acts and conduct alleged herein, Defendants,
11 directly or indirectly, used the means and instrumentalities of interstate commerce,
12 including the mails and telephonic communications.
13
III. PARTIES
14
15 A. Plaintiffs
16 21. Iowa Public Employees’ Retirement System (“IPERS”) is a public
17 pension fund for employees of the State of Iowa. IPERS acquired MBS pursuant
18 and traceable to one or more Registration Statements and Prospectus Supplements.
19 Each of these Registration Statements and Prospectus Supplements, as described
20 herein, contained substantially similar or identical representations as every
21 Registration Statement and Prospectus Supplement used to issue the MBS acquired
22 by IPERS and/or the members of the Class, and this language was rendered
23 materially misleading as a consequence of the same course of conduct by
24 Defendants. A certificate documenting IPERS’ transactions in the subject
25 securities and willingness to serve as a representative party in this litigation was
26 filed with its motion for appointment as lead plaintiff. IPERS purchased the
27 following Certificates pursuant to the materially misleading Offering Documents:
28

1 Offering Class Purchase Price Quantity
CWALT 2005-17 2B1 5/31/05 $100.00 $1,410,000
2 CWALT 2005-24 2A1A 5/10/05 $97.14 $3,500,103
CWALT 2005-24 2A1A 8/1/05 $97.80 $100,003
3 CWALT 2005-56 1A1 10/9/07 $100.00 $9,200,000
4 CWALT 2005-J4 2A2B 5/5/05 $100.00 $2,250,000
CWALT 2006-OA10 1A1 3/3/08 $62.93 $2,499,919
5 CWALT 2006-OA21 A1 3/27/08 $73.75 $8,900,000
CWALT 2006-OC5 2A2A 6/26/06 $100.00 $9,100,000
6 CWALT 2007-5CB 1A31 9/10/08 $72.62 $9,470,000
7 CWALT 2007-J1 3A1 4/10/07 $97.00 $6,000,000
CWHEQ 2006-S3 A2 6/16/06 $100.00 $1,999,956
8 CWHEQ 2006-S8 A2 12/7/06 $100.00 $2,124,966
CWHEQ 2006-S9 A2 12/14/06 $100.00 $1,845,000
9 CWHEQ 2007-E A 5/25/07 $100.00 $9,953,000
10 CWHL 2005-HYB6 2A1 4/12/07 $99.70 $4,700,000
CWHL 2006-3 2A1 4/12/07 $71.00 $13,200,000
11 CWHL 2006-OA5 2A1 2/22/08 $85.00 $3,200,000
CWHL 2006-OA5 3A1 4/12/07 $100.00 $12,700,000
12 CWHL 2007-10 A22 9/30/08 $71.00 $7,200,000
13 CWHL 2007-16 A1 8/30/07 $99.95 $8,600,000
CWHL 2007-HYB1 2A1 5/1/07 $97.00 $9,800,000
14 CWHL 2007-HYB2 3A1 8/23/07 $94.00 $4,000,000
CWL 2005-11 AF1 9/12/05 $100.00 $15,900,000
15 CWL 2005-12 2A1 9/28/05 $100.00 $11,875,000
16 CWL 2005-6 M4 6/14/05 $100.00 $3,475,000
CWL 2005-AB3 2A1 9/8/05 $100.00 $15,900,000
17 CWL 2005-IM1 A2 7/22/05 $100.00 $3,350,000
CWL 2005-IM3 A1 12/1/05 $100.00 $15,275,000
18 CWL 2006-12 2A1 6/27/06 $100.00 $14,750,000
19 CWL 2007-1 2A1 1/26/07 $100.00 $15,325,000
CWL 2007-11 2A1 6/28/07 $100.00 $14,575,000
20 CWL 2007-13 2A1 10/16/07 $100.00 $4,060,000
21 22. General Board of Pension and Health Benefits of the United
22 Methodist Church (“GBPHB”) is the pension fund for the active and retired
23 clergy and lay employees of the United Methodist Church. GBPHB acquired MBS
24 pursuant and traceable to one or more Registration Statements and Prospectus
25 Supplements. Each of these Registration Statements and Prospectus Supplements,
26 as described herein, contained substantially similar or identical representations as
27 every Registration Statement and Prospectus Supplement used to issue the MBS
28 acquired by GBPHB and/or the members of the Class, and this language was

1 rendered materially misleading as a consequence of the same course of conduct by
2 Defendants. A certificate documenting GBPHB’s transactions in the subject
3 securities and willingness to serve as a representative party in this litigation was
4 filed with its motion for appointment as lead plaintiff. GBPHB purchased the
5 following Certificates pursuant to the materially misleading Offering Documents:
6
Offering Class Purchase Price Quantity
7 CWL 2006-6 2A2 7/23/07 $0.9938 1,290,000.00
CWL 2005-10 AF4 01/30/07 $0.9823 1,000,000.00
8 CWL 2006-23 2A1 11/22/06 $1.0000 1,800,000.00
9 CWL 2005-6 2A1 11/08/05 $1.0000 625,415.91
CWL 2006-3 M2 2/16/06 $1.0000 2,500,000.00
10 CWL 2005-13 AF4 11/06/06 $1.0056 1,250,000.00
CWL 2005-13 3AV3 5/12/08 $0.8800 925,000.00
11 CWHEL 2005-K 2A1 10/12/06 $1.0014 1,393,944.51
12 CWL 2006-9 1AF6 04/05/07 $1.0150 500,000.00
CWL 2005-17 4AV1 12/15/05 $1.0000 645,000.00
13 CWL 2006-15 A1 08/23/06 $1.0000 1,624,912.98
CWL 2005-6 2A2 06/21/06 $1.0011 5,000,000.00
14 CWL 2006-16 2A1 08/18/06 $1.0000 600,000.00
15 CWL 2005-AB3 2A2A 02/16/06 $1.0016 6,000,000.00
CWL 2006-19 2A1 9/27/06 $1.0000 543,267.20
16 CWL 2006-11 1AF4 9/28/06 $1.0264 1,026,370.00
CWL 2005-BC3 2A2 2/16/06 $1.0017 6,500,000.00
17 CWL 2006-22 2A1 11/14/06 $1.0000 800,000.00
18 CWL 2006-3 2A2 7/23/07 $0.9938 1,030,000.00
CWL 2005-11 AF3 9/12/05 $1.0000 1,000,000.00
19 CWL 2006-24 2A1 10/12/07 $0.9927 385,909.66
CWL 2006-6 2A1 03/20/06 $1.0000 300,000.00
20 CWL 2006-5 2A2 7/23/07 $0.9938 620,000.00
21 CWL 2005-13 AF6 03/07/06 $0.9974 350,000.00
CWL 2006-9 1AF3 4/27/07 $1.0048 1,000,000.00
22 CWL 2005-13 3AV4 06/05/08 $0.8700 985,000.00
CWL 2006-BC1 1A 8/10/06 $1.0011 1,216,490.45
23 CWL 2005-4 AF5B 04/05/06 $0.9598 700,000.00
24 CWL 2006-15 A6 01/03/07 $1.0086 350,000.00
CWL 2005-7 3AV2 2/16/06 $1.0018 5,000,000.00
25 CWL 2006-17 2A1 09/08/06 $1.0000 945,092.84
CWL 2005-IM1 A1 07/22/05 $1.0000 845,000.00
26 CWL 2006-18 2A1 09/19/06 $1.0000 544,753.34
27 CWL 2006-17 2A2 10/21/09 $0.6900 610,000.00
CWL 2006-11 1AF3 9/14/07 $0.9900 595,000.00
28 CWL 2006-IM1 A2 06/25/07 $0.9989 4,430,000.00
CWALT 2006-OC9 A2B 11/08/06 $1.0000 255,000.00
1 CWALT 2006-OC8 2A18 11/10/06 $1.0000 675,348.46
CWALT 2006-OA19 A1 10/27/06 $1.0000 1,100,207.42
2 CWALT 2005-61 2A1 03/25/08 $0.7625 92,855.56
CWL 2006-11 3AV1 6/21/06 $1.0000 896,242.75
3 CWALT 2007-HY5R 2A1A 5/22/08 $0.9025 1,086,675.54
4 23. Orange County Employees’ Retirement System (“OCERS”) is a
5 public pension fund for the employees of Orange County, California. OCERS
6 acquired MBS pursuant and traceable to one or more Registration Statements and
7 Prospectus Supplements. Each of these Registration Statements and Prospectus
8 Supplements, as described herein, contained substantially similar or identical
9 representations as every Registration Statement and Prospectus Supplement used to
10 issue the MBS acquired by OCERS and/or the members of the Class, and this
11 language was rendered materially misleading as a consequence of the same course
12 of conduct by Defendants. A certificate documenting OCERS’ transactions in the
13 subject securities and willingness to serve as a representative party in this litigation
14 is attached hereto. OCERS purchased the following Certificates pursuant to the
15 materially misleading Offering Documents:
17 CWALT 2006-OA17 1A1A 9/23/08 $0.5915 774,986.90
CWALT 2007-OA7 A1A 10/31/06 $0.9986 1,000,000.00
18 CWHL 2005-31 2A1 2/2/07 $0.9950 876,271.64
CWHL 2005-HYB6 1A1 6/21/07 $0.9988 806,723.75
19 CWHL 2005-HYB9 3A2A 11/28/05 $0.9972 400,000.00
20 CWHL 2005-R2 1AF1 6/20/05 $1.0000 700,000.00
CWHL 2007-HY1 1A1 4/5/07 $1.0041 1,851,049.61
21 CWL 2007-S1 A1B 2/23/07 $1.0000 3,000,000.00
22 24. State of Oregon, by and through the Oregon State Treasurer and
23 the Oregon Public Employee Retirement Board on behalf of the Oregon
24 Public Employee Retirement Fund (“OPERS”) is a public pension fund for
25 employees of the State of Oregon. OPERS acquired MBS pursuant and traceable
26 to one or more Registration Statements and Prospectus Supplements. Each of
27 these Registration Statements and Prospectus Supplements, as described herein,
28 contained substantially similar or identical representations as every Registration

1 Statement and Prospectus Supplement used to issue the MBS acquired by OPERS
2 and/or the members of the Class, and this language was rendered materially
3 misleading as a consequence of the same course of conduct by Defendants. A
4 certificate documenting OPERS’ transactions in the subject securities and
5 willingness to serve as a representative party in this litigation is attached hereto.
6 OPERS purchased the following Certificates pursuant to the materially misleading
7 Offering Documents:
CWALT 2005-17 2A1 4/12/05 $1.0000 1,100,000.00
9 CWALT 2005-17 1A1 4/6/05 $1.0000 1,100,000.00
CWALT 2005-17 1A1 4/12/05 $1.0000 1,100,000.00
10 CWALT 2005-24 4A1 5/13/05 $0.9997 1,100,000.00
11 CWALT 2005-24 4A1 6/28/07 $1.0002 1,496,519.17
CWALT 2005-38 A3 7/13/05 $1.0000 32,100,000.00
12 CWALT 2005-38 A3 9/19/07 $0.9833 120,978.12
CWALT 2005-44 2A1 7/27/05 $0.9998 25,500,000.00
13 CWALT 2005-44 1A1 7/25/05 $1.0000 1,200,000.00
14 CWALT 2005-62 2A1 8/4/06 $1.0003 8,446,540.84
CWALT 2005-70CB A4 10/29/08 $0.6490 815,000.00
15 CWALT 2005-72 A1 12/21/05 $1.0000 16,930,000.00
CWALT 2005-72 A1 12/15/05 $1.0000 13,024,000.00
16 CWALT 2005-J11 7A1 10/29/08 $0.9907 414,712.16
17 CWALT 2005-J11 1A3 10/29/08 $0.9323 404,395.18
CWALT 2005-J12 2A1 9/29/05 $1.0000 24,930,000.00
18 CWALT 2005-J12 2A1 1/2/07 $0.8203 712,880.94
CWALT 2005-J13 2A7 10/29/08 $0.7744 1,100,000.00
19 CWALT 2006-36T2 2A5 11/10/09 $0.5550 400,000.00
20 CWALT 2006-OA11 A4 6/16/06 $1.0000 1,400,000.00
CWALT 2006-OA11 A4 6/28/07 $0.9998 1,530,023.38
21 CWHEL 2005-F 2A 9/14/05 $1.0000 1,200,000.00
CWHEL 2005-G 2A 9/22/05 $1.0000 21,700,000.00
22 CWHEL 2005-G 2A 10/19/05 $1.0001 1,200,000.00
23 CWHL 2006-14 A3 10/29/08 $0.9036 1,133,752.23
CWHL 2006-HYB3 2A1A 4/27/06 $1.0002 1,076,000.00
24 CWHL 2006-HYB3 2A1A 8/21/07 $0.9919 154,493.47
CWHL 2007-13 A10 10/29/08 $0.5272 1,600,000.00
25 CWHL 2007-HY5 3A1 8/21/07 $0.9863 1,623,099.40
26 CWL 2005-17 1AF1 12/15/05 $1.0000 13,270,000.00
CWL 2005-1M2 A1 10/18/05 $1.0000 19,900,000.00
27 CWL 2005-H 2A 9/27/05 $1.0000 1,200,000.00
CWL 2006-BC1 2A1 3/7/06 $1.0000 24,150,000.00
28

1 B. Defendants
2 25. Plaintiffs allege that each and every Defendant is, to the maximum
3 extent permitted by law, jointly and severally liable for the misconduct alleged in
4 this Complaint.
5 1. Countrywide Defendants
6 26. Defendant Countrywide Financial Corporation (“CFC”) was, at
7 times relevant to this Complaint, a Delaware corporation with its principal
8 executive offices located at 4500 Park Granada, Calabasas, California. CFC was a
9 holding company which, through its subsidiaries, was engaged in mortgage lending
10 and other real estate finance related businesses, including mortgage banking,
11 banking and mortgage warehouse lending, dealing in securities and insurance
12 underwriting. The Company operated through five business segments: Mortgage
13 Banking, which originated, purchased, sold and serviced non-commercial
14 mortgage loans nationwide; Banking, which took deposits and invested in
15 mortgage loans and home equity lines of credit; Capital Markets, which operated
16 an institutional broker-dealer that primarily specialized in trading and underwriting
17 MBS; Insurance, which offered property, casualty, life and disability insurance as
18 an underwriter and as an insurance agency; and Global Operations, which licensed
19 and supported technology for mortgage lenders in the United Kingdom. As
20 discussed below, CFC merged with and became Bank of America in 2008.
21 27. Defendant Countrywide Securities Corporation (“CSC”) is a
22 broker-dealer within CFC. According to CFC’s Form 10-K for the year ended
23 December 31, 2007, filed with the SEC on February 29, 2008 (“2007 Form 10-K”),
24 CSC “primarily specializes in trading and underwriting MBS.” The financial
25 results of CSC are set forth in the Capital Markets section of CFC’s financial
26 statements. CFC further stated in its 2007 Form 10-K that it was “ranked fourth
27 among Non-Agency MBS Underwriters” for 2007.
28 28. Defendant Countrywide Home Loans, Inc. (“CHL”) was, at times

1 relevant to this Complaint, a direct wholly-owned subsidiary of CFC. CHL was
2 engaged in the mortgage banking business, and originated, purchased, sold and
3 serviced mortgage loans. CHL’s principal executive offices were located at 4500
4 Park Granada, Calabasas, California, the same location as CFC. CHL served as the
5 “Sponsor” or “Seller” of the Certificates, meaning that it played a central role in
6 providing the pools of mortgage loans to the Issuing Trusts upon which the
7 Certificates were based.
8 29. Defendant Countrywide Capital Markets (“CCM”) was, at times
9 relevant to this Complaint, a direct wholly-owned subsidiary of CFC. CCM’s
10 principal executive offices were located at 4500 Park Granada, Calabasas,
11 California, the same location as CFC. CCM operated through its two main wholly-
12 owned subsidiaries, CSC and Countrywide Servicing Exchange. According to
13 CFC’s 2007 Form 10-K, “Capital Markets participates in both competitive bid and
14 negotiated underwritings and performs underwriting services for CHL,
15 Countrywide Bank and third parties.” The financial results of CCM were set forth
16 in the Capital Markets section of CFC’s financial statements.
17 30. Defendant Bank of America Corp. (“Bank of America”) is a
18 successor to Defendant CFC, having de facto merged with CFC. On July 1, 2008,
19 Defendant CFC completed a merger with Red Oak Merger Corporation (“Red
20 Oak”), a wholly-owned subsidiary of Bank of America, pursuant to the terms of an
21 Agreement and Plan of Merger, dated as of January 11, 2008, by and among Bank
22 of America, Red Oak, and CFC. The acquisition was through an all-stock
23 transaction involving a Bank of America subsidiary that was created for the sole
24 purpose of facilitating the acquisition of CFC. The Countrywide brand was retired
25 shortly after the merger and currently CFC’s former website redirects to the Bank
26 of America website. Moreover, Bank of America has assumed CFC’s liabilities,
27 having paid to resolve other litigation arising from misconduct such as predatory
28 lending allegedly committed by CFC. See, e.g., Shayndi Raice and Marshall

1 Eckblad, Countrywide’s Mess Billed to Bank of America, Wall St. J. (June 7,
2 2010). Substantially all of Countrywide’s assets were transferred to Bank of
3 America on November 7, 2008, in connection with Countrywide’s integration with
4 Bank of America’s other businesses and operations, along with certain of
5 Countrywide’s debt securities and related guarantees. CFC ceased filing its own
6 financial statements in November 2008, and instead its assets and liabilities have
7 been included in Bank of America’s financial statements. Further, many of the
8 same locations, employees, assets and business operations that were formerly CFC
9 continue under the Bank of America Home Loans brand. CSC, CHL and CCM
10 likewise are now part of Bank of America.
11 31. Defendant NB Holdings Corporation is one of the shell entities used
12 to effectuate the Bank of America-CFC merger, and is a successor to Defendant
13 CHL. On July 3, 2008, Defendant CHL completed the sale of substantially all of
14 its assets to NB Holdings Corporation, a wholly-owned subsidiary of Bank of
15 America.
16 32. CFC, CSC, CCM, CHL, Bank of America and NB Holdings Corp. are
17 collectively referred to as the “Countrywide Defendants.”
18 2. The Issuing Defendants
19 33. Defendant CFC structured Defendants CWALT, CWMBS, CWABS,
20 and CWHEQ as limited purpose, wholly-owned, finance subsidiaries to facilitate
21 its issuance and sale of the MBS. CWALT, CWMBS, CWABS, and CWHEQ
22 were controlled directly by the Individual Defendants and CFC, including by the
23 appointment of CFC executives as directors and officers of these entities.
24 Revenues flowing from the issuance and sale of MBS issued by CWALT,
25 CWMBS, CWABS and CWHEQ and the Issuing Trusts were passed through to
26 CFC and consolidated into CFC’s financial statements. Defendant CFC, therefore,
27 exercised actual day-to-day control over Defendants CWALT, CWMBS, CWABS,
28 and CWHEQ.

1 34. Defendant CWALT, Inc. was, at times relevant to this Complaint, a
2 Delaware corporation and a limited purpose financing subsidiary of CFC.
3 CWALT’s principal executive offices were located at 4500 Park Granada,
4 Calabasas, California, the same location as CFC. Defendant CWALT served in the
5 role of the “Depositor” in the securitization of the Issuing Trusts as identified in
6 Exhibit A in the accompanying Appendix and was an “Issuer” of the Certificates
7 within the meaning of the Securities Act, 15 U.S.C. § 77b(a)(4), traceable to the
8 following amended Registration Statements it filed with the SEC:
9 No. of
File No. Amount Registered Filer Date
Offerings
10 $19,000,000,000 CWALT, January 13,
333-110343 1
11 .00 Inc. 2004
$24,126,942,035 CWALT, September 23,
12 333-117949 15
.00 Inc. 2004
13 $22,731,808,071 CWALT,
333-123167 April 21, 2005 26
.00 Inc.
14 $45,335,287,290 CWALT,
333-125902 July 25, 2005 62
15 .00 Inc.
$100,271,785,32 CWALT,
16 333-131630 March 6, 2006 93
7.00 Inc.
17 $103,095,483,06 CWALT,
333-140962 April 24, 2007 29
18 1.00 Inc.
19 35. Defendant CWHEQ, Inc. was, at times relevant to this Complaint, a
21 CWHEQ’s principal executive offices were located at 4500 Park Granada,
22 Calabasas, California, the same location as CFC. Defendant CWHEQ served in
23 the role of the “Depositor” in the securitization of the Issuing Trusts as identified
24 in Exhibit A in the accompanying Appendix and was an “Issuer” of the Certificates
27
28

1
2 Amount No. of
File No. Filer Date
Registered Offerings
3 333- CWHEQ,
$30,685,000,000.00 August 4, 2005 17
4 126790 Inc.
333- CWHEQ,
5 $26,572,949,813.00 April 12, 2006 18
132375 Inc.
6 333- CWHEQ,
$31,717,192,508.00 May 22, 2007 3
139891 Inc.
7
36. Defendant CWABS, Inc. was, at times relevant to this Complaint, a
8
Delaware corporation and a limited purpose financing subsidiary of CFC.
9
CWABS’ principal executive offices were located at 4500 Park Granada,
10
Calabasas, California, the same location as CFC. Defendant CWABS served in the
11
role of the “Depositor” in the securitization of the Issuing Trusts as identified in
12
Exhibit A in the accompanying Appendix and was an “Issuer” of the Certificates
13
within the meaning of the Securities Act, 15 U.S.C. § 77b(a)(4), traceable to the
14
following amended Registration Statements it filed with the SEC:
15
No. of
16 Offerings
333- CWABS, October 18,
17 $60,598,485,932.00 1
118926 Inc. 2004
18 333- CWABS,
$46,598,657,434.00 June 10, 2005 26
125164 Inc.
19
333- CWABS, February 21,
20 $34,327,892,523.00 17
131591 Inc. 2006
21 333- CWABS,
$40,000,000,000.00 August 8, 2006 23
135846 Inc.
22 333- CWABS,
$113,336,555,700.00 April 24, 2007 9
23 140960 Inc.
24 37. Defendant CWMBS, Inc. was, at times relevant to this Complaint, a
26 CWMBS’ principal executive offices were located at 4500 Park Granada,
27 Calabasas, California, the same location as CFC. Defendant CWMBS served in
28 the role of the “Depositor” in the securitization of the Issuing Trusts as identified

1 in Exhibit A in the accompanying Appendix and was an “Issuer” of the Certificates
4 No. of
Offerings
5 333- CWMBS, October 28,
$14,978,548,884.00 1
6 100418 Inc. 2002
333- CWMBS, February 8,
7 $20,863,464,518.00 3
121249 Inc. 2005
8 333- CWMBS,
$40,742,304,251.00 July 25, 2005 31
125963 Inc.
9 333- CWMBS,
$60,846,662,430.00 March 6, 2006 29
10 131662 Inc.
333- CWMBS,
11 $144,647,113,029.00 April 24, 2007 23
140958 Inc.
12
13 38. CWALT, CWMBS, CWABS and CWHEQ, and CFC are collectively
14 referred to herein as the “Issuing Defendants.”
15 3. The Underwriter Defendants
16 39. As set forth above, Defendant CSC is an affiliate of CFC, and acted as
17 an underwriter for the Certificates identified in Exhibit A, within the meaning of
18 the Securities Act, 15 U.S.C. § 77b(a)(11), and drafted and disseminated the
19 Prospectus Supplements pursuant to which the MBS were sold to Plaintiffs. As set
20 forth above, Defendant CSC now operates as Bank of America.
21 40. Defendant J.P. Morgan Securities, Inc. (“JPMSI”) acted as an
22 underwriter for the Certificates identified in Exhibit A, within the meaning of the
23 Securities Act, 15 U.S.C. § 77b(a)(11), and drafted and disseminated the
24 Prospectus Supplements pursuant to which the MBS were sold to Plaintiffs.
25 41. Defendant Deutsche Bank Securities Inc. (“Deutsche Bank”) acted
26 as an underwriter for the Certificates identified in Exhibit A, within the meaning of

1 42. Defendant Bear, Stearns & Co. Inc. (“Bear Stearns”) acted as an
4 Prospectus Supplements pursuant to which the MBS were sold to Plaintiffs. By
5 the end of 2005, Bear Stearns was the single largest underwriter of mortgage-
6 backed securities in the world. Bear Stearns served as the underwriter for all of the
7 Certificates here, and assisted in drafting and disseminating the Offering
8 Documents. Bear Stearns was located at 383 Madison Avenue, New York, New
9 York 10179. Pursuant to a merger agreement effective May 30, 2008, Bear
10 Stearns merged with Bear Stearns Merger Corporation, a wholly-owned subsidiary
11 of Defendant JPMorgan Chase, Inc. (“JPMorgan”), making Bear Stearns a
12 wholly-owned subsidiary of JPMorgan. JPMorgan is an investment banking
13 holding company incorporated in Delaware, and principally located at 270 Park
14 Avenue, New York, New York 10017. Defendant JPMSI is a wholly owned
15 subsidiary of JPMorgan, and is the successor-in-interest to Bear Stearns.
16 43. Defendant Banc of America Securities LLC (“BOFAS”) acted as an
20 44. Defendant UBS Securities LLC (“UBS”) acted as an underwriter for
21 the MBS identified in Exhibit A, within the meaning of the Securities Act, 15
22 U.S.C. § 77b(a)(11), and drafted and disseminated the Prospectus Supplements
23 pursuant to which the MBS were sold to Plaintiffs.
24 45. Defendant Morgan Stanley & Co., Inc. (“Morgan Stanley”) acted as
28 46. Defendant Edward D. Jones & Co., L.P. (“Edward Jones”) acted as

4 47. Defendant Citigroup Global Markets, Inc. (“Citigroup”) acted as an
8 48. Defendant Goldman, Sachs & Co. (“Goldman Sachs”) acted as an
12 49. Defendant Credit Suisse Securities (USA) LLC f/k/a/ Credit Suisse
13 First Boston LLC (“Credit Suisse”) acted as an underwriter for the Certificates
14 identified in Exhibit A, within the meaning of the Securities Act, 15 U.S.C. §
15 77b(a)(11), and drafted and disseminated the Prospectus Supplements pursuant to
16 which the MBS were sold to Plaintiffs.
17 50. Defendant RBS Securities Inc. f/k/a RBS Greenwich Capital d/b/a
18 Greenwich Capital Markets, Inc. (“RBS”) acted as an underwriter for the
19 Certificates identified in Exhibit A, within the meaning of the Securities Act, 15
20 U.S.C. § 77b(a)(11), and drafted and disseminated the Prospectus Supplements
21 pursuant to which the MBS were sold to Plaintiffs.
22 51. Defendant Barclays Capital, Inc. (“Barclays”) acted as an
26 52. Defendant HSBC Securities (USA) Inc. (“HSBC”) acted as an

2 53. Defendant BNP Paribas Securities Corp. (“BNP”) acted as an
6 54. Defendant Merrill Lynch, Pierce, Fenner & Smith, Inc. (“Merrill
7 Lynch”) acted as an underwriter for the Certificates identified in Exhibit A, within
8 the meaning of the Securities Act, 15 U.S.C. § 77b(a)(11), and drafted and
9 disseminated the Prospectus Supplements pursuant to which the MBS were sold to
10 Plaintiffs. Merrill Lynch is a wholly-owned broker-dealer subsidiary of Merrill
11 Lynch & Co., which on September 15, 2008, entered into an Agreement and Plan
12 of Merger (as amended by Amendment No. 1 dated as of October 21, 2008) (the
13 “Merger Agreement”) with Bank of America. Pursuant to the Merger Agreement,
14 on January 1, 2009, a wholly-owned subsidiary of Bank of America merged with
15 and into Merrill Lynch, with Merrill Lynch continuing as the surviving corporation
16 and as a subsidiary of Bank of America. In October 2009, Bank of America
17 contributed the shares of Banc of America Investment Services, Inc. (“BAI”), one
18 of Bank of America’s wholly-owned broker-dealer subsidiaries, to Merrill Lynch
19 & Co. Subsequent to the transfer, BAI was merged into Merrill Lynch.
20 55. Defendants CFC, CSC, JPMSI, Deutsche Bank, Bear Stearns,
21 BOFAS, UBS, Morgan Stanley, Edward Jones, Citigroup, Goldman Sachs, Credit
22 Suisse, RBS, Barclays, HSBC, BNP, and Merrill Lynch are referred to herein as
23 the “Underwriter Defendants.” “Underwriter Defendants” also includes
24 Defendants Bank of America and JPMorgan as successors in interest as set forth
25 above.
26 4. The Individual Defendants
27 56. Defendant Stanford L. Kurland (“Kurland”) was, at relevant times,
28 the Chief Executive Officer (“CEO”), President and Chairman of the Board of

1 Directors for CWALT, CWMBS, CWABS and CWHEQ. Defendant Kurland
2 signed: CWALT’s January 13, 2004, September 23, 2004, April 21, 2005, July 25,
3 2005, and March 6, 2006 Registration Statements; CWMBS’ October 28, 2002,
4 February 8, 2005, July 25, 2005, and March 6, 2006 Registration Statements;
5 CWABS’ October 18, 2004, June 10, 2005, February 21, 2006, and August 8, 2006
6 Registration Statements; and CWHEQ’s August 4, 2005, and April 12, 2006
7 Registration Statements. Defendant Kurland was concurrently the Executive Vice
8 President and Chief Operating Officer (“COO”) of Defendant CFC.
9 57. Defendant David A. Spector (“Spector”) was, at relevant times, Vice
10 President and a member of the Board of Directors for CWALT, CWMBS,
11 CWABS and CWHEQ. Defendant Spector signed: CWALT’s January 13, 2004,
12 September 23, 2004, April 21, 2005, July 25, 2005, and March 6, 2006
13 Registration Statements; CWMBS’ October 28, 2002, February 8, 2005, July 25,
14 2005, and March 6, 2006 Registration Statements; CWABS’ October 18, 2004,
15 June 10, 2005, February 21, 2006, and August 8, 2006 Registration Statements;
16 and CWHEQ’s August 4, 2005, and April 12, 2006 Registration Statements.
17 Defendant Spector was concurrently the Senior Managing Director of Secondary
18 Marketing of Defendant CFC.
19 58. Defendant Eric P. Sieracki (“Sieracki”) was, at relevant times, the
20 Executive Vice President, CFO, Treasurer and member of the Board of Directors
21 for CWALT, CWMBS, CWABS and CWHEQ. Defendant Sieracki signed:
22 CWALT’s April 21, 2005, July 25, 2005, March 6, 2006, and April 24, 2007
23 Registration Statements; CWMBS’ July 25, 2005, March 6, 2006, and April 24,
24 2007 Registration Statements; CWABS’ June 10, 2005, February 21, 2006, August
25 8, 2006, and April 24, 2007 Registration Statements; and CWHEQ’s August 4,
26 2005, April 12, 2006 and May 22, 2007 Registration Statements. Defendant
27 Sieracki was concurrently the Executive Vice President and CFO of Defendant
28 CFC.

1 59. Defendant N. Joshua Adler (“Adler”) was, at relevant times,
2 President, CEO and a member of the Board of Directors for CWALT, CWMBS,
3 CWABS and CWHEQ. Defendant Adler signed: CWALT’s April 24, 2007
4 Registration Statement; CWMBS’ April 24, 2007 Registration Statement;
5 CWABS’ April 24, 2007 Registration Statement; and CWHEQ’s May 22, 2007
6 Registration Statement.
7 60. Defendant Ranjit Kripalani (“Kripalani”) was, at relevant times, a
8 member of the Board of Directors for CWALT, CWMBS, CWABS and CWHEQ.
9 Defendant Kripalani signed: CWALT’s April 24, 2007 Registration Statement;
10 CWMBS’ April 24, 2007 Registration Statement; CWABS’ April 24, 2007
11 Registration Statement; and CWHEQ’s May 22, 2007 Registration Statement.
12 61. Defendant Jennifer S. Sandefur (“Sandefur”) was, at relevant times,
13 a member of the Board of Directors for CWALT, CWMBS, CWABS and
14 CWHEQ. Defendant Sandefur signed: CWALT’s April 24, 2007 Registration
15 Statement; CWMBS’ April 24, 2007 Registration Statement; CWABS’ April 24,
16 2007 Registration Statement; and CWHEQ’s May 22, 2007 Registration
17 Statement. Defendant Sandefur was concurrently the Senior Managing Director
18 and Treasurer of Defendant CHL.
19 62. Defendant Thomas Keith McLaughlin (“McLaughlin”) was, at
20 relevant times, a member of the Board of Directors for CWALT, CWMBS, and
21 CWABS. McLaughlin signed: CWALT’s January 13, 2004 and September 23,
22 2004 Registration Statements; CWMBS’ October 28, 2002 and February 8, 2005
23 Registration Statements; and CWABS’ October 18, 2004 Registration Statement.
24 63. Defendant Thomas H. Boone (“Boone”) was, at relevant times, a
25 member of the Board of Directors for CWALT and CWMBS. Boone signed:
26 CWALT’s January 13, 2004 Registration Statement; and CWMBS’ October 28,
27 2002 Registration Statement.
28 64. Defendant Jeffrey P. Grogin was, at relevant times, a member of the

1 Board of Directors for CWALT and CWMBS. Grogin signed: CWALT’s January
2 13, 2004 Registration Statement; and CWMBS’ October 28, 2002 Registration
3 Statement.
4 65. Defendants Kurland, Spector, Sieracki, Adler, Kripalani, Sandefur,
5 McLaughlin, Boone, and Grogin are collectively referred to hereinafter as the
6 “Individual Defendants.”
7 66. Each of the Individual Defendants exercised control over the Issuing
8 Defendants by, among other things, signing SEC filings on the Issuing Defendants’
9 behalf.
10 5. David A. Sambol
11 67. Defendant David A. Sambol (“Sambol”) was, at relevant times, the
12 President and COO of Defendant CFC. Defendant Sambol was a control person of
13 the Countrywide Defendants and the Issuing Defendants.
14 C. The Issuing Trust Non-Parties
15 68. The Issuing Trusts were set up by CWALT, CWMBS, CWABS and
16 CWHEQ to issue hundreds of billions of dollars worth of Certificates pursuant to
17 the Registration Statements and Prospectus Supplements. Exhibits A and B set out
18 in the accompanying Appendix hereto identify (1) each Issuing Trust, (2) the stated
19 value of the Certificates it issued, (3) the Registration Statements and Prospectus
20 Supplements pursuant to which the Certificates were issued and sold, and (4) the
21 identities of the Underwriters, Sponsor/Seller, and Depositor/Issuer for each
22 issuance.
23 IV. BACKGROUND
24 A. Countrywide Was a Leading Issuer and Underwriter of
25 Mortgage-Backed Securities
26
69. As illustrated below, a mortgage securitization is where mortgage
27
loans are acquired, pooled together, and then sold to investors, who acquire rights
28
in the income flowing from the mortgage pools.
1
2
3
4
5
6
7
8
9
70. When mortgage borrowers make interest and principal payments, the
10
cash flow is distributed to the holders of MBS certificates in order of priority,
11
based on the specific tranche held. The highest tranche (also referred to as the
12
senior tranche) is first to receive its share of the mortgage proceeds and is also the
13
last to absorb any losses should mortgage borrowers become delinquent or default
14
on their mortgages. Because the lower tranches are designed to provide a cushion,
15
diminished cash flows to the lower tranches results in impaired value of the higher
16
tranches, as, among other reasons, there is less certainty of the continued cash
17
flows to the higher tranches.
18
71. The securitization of loans fundamentally shifts the risk of loss from
19
mortgage loan originators to investors who purchase an interest in the securitized
20
pool of loans. When the originator holds a mortgage through the term of the loan,
21
it profits from the borrower’s payment of interest and repayment of principal, but it
22
also bears the risk of loss if the borrower defaults and the property value is not
23
sufficient to repay the loan. As a result, traditionally, the originator was
24
economically vested in establishing the creditworthiness of the borrower and the
25
true value of the underlying property through appraisal before issuing the mortgage
26
loans. In securitizations where the originator immediately sells the loan to an
27
investment bank, it does not have the same economic interest in establishing
28

1 borrower creditworthiness or a fair appraisal value of the property in the loan
2 origination process.
3 72. In the 1980s and 1990s, securitizations were generally within the
4 domain of Government Sponsored Enterprises (“GSE”), i.e., the Federal National
5 Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage
6 Corporation (“Freddie Mac”), which would purchase loans from originators.
7 Investors in these early GSE securitizations were provided protections since the
8 underlying loans were originated pursuant to strict underwriting guidelines.
9 73. Between 2001 and 2006, however, there was dramatic growth in non-
10 GSE loan originations and securitizations such that non-GSE securitizations grew
11 330%, becoming a $1.48 trillion industry.
12 74. The market for adjustable rate mortgages (“ARMs”), including
13 interest-only and negative amortization loans, grew concurrently with the boom in
14 subprime and Alt-A loan originations and securitizations. ARMs increased from
15 $355 billion in 2001 to $1.3 trillion in 2006. Mortgage Market Statistical Annual,
16 Vol. 1 (2007), at 4. Such growth coincided with the increase in popularity of so-
17 called “exotic” or non-traditional ARMs which had fixed interest rates for a limited
18 period before “resetting” during the life of the loan to significantly higher
19 adjustable rates. These non-traditional ARMs included “2/28 or 3/27 ARMs”
20 (many with below-market teaser rates for two or three years before conversion to
21 the fully-indexed rate); interest-only ARMs (permitting interest-only payments for
22 a set period of time during which the rate may fluctuate, resulting in negative
23 amortization and rising principal); option payment ARMs (offering up to four
24 payment options, including minimum and interest-only payments, which, if
25 chosen, result in negative amortization and rising principal); and 40-year ARMs (in
26 which payments are calculated based on a 40-year payment term but where the
27 loan terminates in 30 years, resulting in a final balloon payment). Origination of
28 non-traditional ARMs increased 278% between 2004 and 2006 – from $205 billion

1 to $775 billion. Mortgage Market Statistical Annual, Vol. 1 (2007), at 6.
2 75. Here, the Certificate collateral was composed of a substantial number
3 of non-traditional adjustable mortgages, interest-only and negative amortization
4 loans. These types of loans presented the greatest potential for “payment shock” to
5 the borrower since they provided for initially small monthly payments based on
6 low fixed rates which then reset thereafter to significantly higher monthly payment
7 amounts based on adjustable interest rates. Although these loans were not
8 traditional, the underwriting guidelines still required the loans to be originated
9 responsibly and in accordance with those guidelines. Yet, Countrywide would
10 routinely provide loans to borrowers who could only afford the short-term “teaser”
11 rates (or, even to those that could not even afford the teaser rates) – not the full
12 payments that would be required after the short-term rates reset. Although these
13 types of loans were designed for high net worth investors who were capable of
14 earning higher returns through investment than in making interest and principal
15 payments upfront, Countrywide routinely sold these loans to unsophisticated
16 borrowers who were unable to make the required payments after the loans reset –
17 and frequently, to those who could not even make the “teaser” payments, leading
18 to early defaults on the loans.
19 B. Countrywide’s Origination and Securitization Operations
20 76. CFC set up Defendants CWALT, CWMBS, CWABS, and CWHEQ,
21 the Depositors in this case, as “limited purpose finance entities” solely for the
22 purpose of facilitating the issuance of the Certificates. CHL acted as the servicer
23 of the mortgages and CSC, Countrywide’s underwriting division, along with the
24 other Underwriter Defendants, marketed and sold the securities. Although
25 Defendants CWALT, CWMBS, CWABS, and CWHEQ served as the Depositors
26 for the Issuing Trusts and issued the Registration Statements, this process was
27 directed and controlled by the Countrywide Defendants, the Individual Defendants,
28 and Sambol.

1 77. With respect to the Certificates at issue here, the Registration
2 Statements and each of the Prospectus Supplements contained material
3 misstatements concerning, inter alia, the quality of the loans supporting the MBS
4 associated with each trust, including, specifically, statements about (1) the
5 underwriting process and standards by which mortgages held by the Issuing Trusts
6 were originated, and (2) the values of the real estate securing the mortgages pooled
7 in the Issuing Trusts, expressed in part as the average LTV ratios of the underlying
8 mortgages and the appraisal standards by which such real estate values were
9 obtained.
10 78. Each MBS sold to Plaintiffs was sold pursuant to a Registration
11 Statement. The Registration Statement incorporated the Prospectus Supplements
12 by reference, which were filed at the time that the Certificates were sold to
13 Plaintiffs. The Prospectus Supplements contained specific disclosures concerning
14 each Issuing Trust. Nonetheless, in each Prospectus Supplement, as set forth
15 herein, the Issuing Defendants and the Underwriter Defendants made the same
16 representations concerning CHL’s standards in originating the mortgages and
17 valuing the properties underlying the Issuing Trusts.
18 79. CWALT filed six Registration Statements with the SEC, see Exhibit
19 A, registering mortgage-backed securities backed primarily by:
20 a) first lien mortgage loans secured by one- to four-family residential
21 properties;
22 b) mortgage loans secured by first liens on small multi-family residential
23 properties, such as residential apartment buildings or projects
24 containing five to fifty residential units;
25 c) collections arising from one or more types of the loans described
26 above which are not used to make payments on securities issued by a
27 trust fund, including excess servicing fees and prepayment charges;
28

1 d) mortgage pass-through securities issued or guaranteed by Ginnie Mae,
2 Fannie Mae, or Freddie Mac; or
3 e) mortgage-backed securities evidencing an interest in, or secured by,
4 loans of the type that would otherwise be eligible to be loans included
5 in a trust fund and issued by entities other than Ginnie Mae, Fannie
6 Mae, or Freddie Mac.
7 80. CWHEQ filed three Registration Statements with the SEC, see
8 Exhibit A, registering mortgage-backed securities backed primarily by:
9 a) first lien mortgage loans secured by first and/or subordinate liens on
10 one- to four-family residential properties;
11 b) closed-end and/or revolving home equity loans, secured in whole or in
12 part by first and/or subordinate liens on one- to four-family residential
13 properties; or
14 c) home improvement loans, secured by first or subordinate liens on one-
15 to four-family residential properties or by personal property security
16 interests, and home improvement sales contracts, secured by personal
17 property security interests.
18
19 81. CWABS filed five Registration Statements with the SEC, see Exhibit
22 properties;
23 b) mortgage loans secured by first liens on small multi-family residential
24 properties, such as residential apartment buildings or projects
25 containing five to fifty residential units;
26 c) closed-end and/or revolving home equity loans, secured in whole or in
27 part by first and/or subordinate liens on one- to four-family residential
28 properties; or

1 d) home improvement loans, secured by first or subordinate liens on one-
2 to four-family residential properties or by personal property security
3 interests, and home improvement sales contracts, secured by personal
4 property security interests.
5 82. CWMBS filed one Registration Statement with the SEC, see Exhibit
8 properties or participations in that type of loan;
9 b) mortgage pass-through securities issued or guaranteed by Ginnie Mae,
10 Fannie Mae, or Freddie Mac; or
11 c) private mortgage-backed securities backed by first lien mortgage
12 loans secured by one- to four-family residential properties or
13 participations in that type of loan.
14 83. Prior to securitization, Countrywide sent the “Loan Level File” to the
15 Rating Agencies to enable them to rate the Certificates. Upon receipt of the “Loan
16 Level File,” S&P would run the loan tape through both its “LEVELS” and
17 “SPIRE” Models. Moody’s would run the loan tape through its M-3 Model.
18 These models analyzed 50-80 loan characteristics (e.g., FICO score, LTV ratio,
19 property location, etc.), in order to estimate the number of loans that were likely to
20 default and the corresponding amount of the dollar loss resulting from such default.
21 84. As a condition to the issuance of the Certificates, the Rating Agencies
22 had to assign pre-determined ratings to the Certificates. Yet, as detailed herein, the
23 ratings at the time of issuance were vastly higher than they should have been and
24 failed to represent the true value of the Certificates due to incorrect information
25 provided by Countrywide and widespread misrepresentations in the origination
26 process. Accordingly, despite the fact that the Rating Agencies assigned
27 investment-grade ratings, the Certificates were far riskier than other investments
28 with the same ratings.

1 85. The models purported to calculate the amount of “credit
2 enhancement” required to assign a specific set of Certificates “AAA” ratings. As a
3 result of relatively low levels of credit enhancement being required, as reflected in
4 Exhibit C in the accompanying Appendix, over 92% of the Certificates were
5 assigned AAA/maximum safety ratings.
6 86. These ratings, although based on inaccurate assumptions, were critical
7 to institutional investors – public pension funds, banks, insurance companies and
8 mutual funds – whose investment guidelines restrict investments based on a
9 security’s rating.
10
V. EVIDENCE OF SYSTEMIC DISREGARD OF STATED LOAN
11 ORIGINATION GUIDELINES CONTAINED IN OFFERING
12 DOCUMENTS
13 A. Exponential Increase in Certificate Default Rates in Months After

Issuance No Matter When Offering Occurred Evidences
14
Disregard of Origination Guidelines
15
16 87. The defective nature of the mortgage collateral underlying the
17 Certificates is reflected by the recurring pattern of exponential increases in
18 borrower delinquencies in the months after each of the Offerings was commenced.
19 88. Four months after each of the Offerings was commenced, borrower
20 delinquency and default rates on the underlying mortgage collateral had increased
21 by a staggering 625% – from an average of 0.4% to over 2.9% of the mortgage
22 loan balance. By the sixth month after issuance of the Certificates, delinquency
23 and default rates had increased 1,025% to an average of 4.5% of the mortgage loan
24 balance. And shockingly, by 12 months after the Offering date, delinquency and
25 default rates had increased 2,525% from issuance to 10.5% of the mortgage loan
26 balance. Borrower default and delinquency rates in the underlying mortgage
27 collateral have continued to increase.
28 89. These early payment defaults and delinquency rates are reflective of a

1 systematic disregard for underwriting guidelines. As reported by the Federal
2 Bureau of Investigation (“FBI”) in its 2006 and 2007 Mortgage Fraud Reports, a
3 study of three million residential mortgage loans found that between 30% and 70%
4 of early payment defaults were linked to significant misrepresentations in the
5 original loan applications. The study cited by the FBI and conducted by Base
6 Point Analytics found that loans that contained egregious misrepresentations were
7 five times more likely to default in the first six months than loans that did not. The
8 misrepresentations included income inflated by as much as 500%, appraisals that
9 overvalued the property by 50% or more and fictitious employers and falsified tax
10 returns. The 2006 FBI report also cited studies by a leading provider of mortgage
11 insurance, Radian Guaranty Inc., in concluding that the top states for mortgage
12 fraud – including the states where the MBS collateral was principally originated –
13 were also the top states with the highest percentage of early payment defaults.
14 90. As set forth above, it is now apparent that Countrywide mortgage
15 originators routinely encouraged such misstatements in loan applications.
16 Unsurprisingly, this has resulted in dismal performance of the loans. As of the
17 filing of the First Amended Complaint in Luther v. Countrywide Home Loans
18 Servicing LP, No. BC 380698 (Cal. Super. Ct.), in October 2008, borrower
19 delinquency and default rates had risen to an average of approximately 30% of the
20 mortgage loan collateral underlying the Certificates, forcing the Rating Agencies to
21 downgrade substantially all of the Certificates to at or near junk bond status. As of
22 the date of the filing of the complaint in the above-captioned action in January
23 2010, over 50% of mortgage collateral was considered to be in some form of
24 delinquency or default, with over 77% of the mortgage loans underlying the
25 Offerings issued by Depositor CWABS being delinquent or in default.
26 91. Despite assurances by the Defendants in the Offering Documents that
27 the mortgage loans collateralizing the Certificates were originated pursuant to
28 Countrywide’s stated guidelines, nothing could have been further from the truth.

1 B. Rating Agencies Collapsed Certificate Ratings to “Junk Bond”
Levels Due to Undisclosed “Aggressive Underwriting” Practices
2
92. The Rating Agencies rated the Certificates pursuant to the following
3
twenty-three (23) level rating system:
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21 93. As noted above, the Rating Agencies initially assigned the highest
22 ratings of AAA/maximum safety to 92%, or $244.3 billion, of the Sampled
23 Certificates.
24 94. As of the filing of this Complaint, as set forth directly above, the
25 underlying collateral has largely failed, with over 50% of the total mortgage loan
26 balance now severely delinquent, in default, repossessed, in bankruptcy or in
27 foreclosure. This performance was an indication to the Rating Agencies, including
28 S&P and Moody’s, of pervasive underwriting failures in the origination of the

1 collateral which ultimately led to widespread and deep downgrades of most of the
2 Certificate classes.
3 95. On or about July 10, 2007, S&P publicly announced it was revising
4 the methodologies used to rate numerous Certificates because the performance of
5 the underlying collateral “called into question” the accuracy of the loan data. This
6 announcement triggered several government investigations which only began
7 reporting their findings in 2008. Specifically, S&P announced that it was revising
8 its methodology assumption to require increased “credit protection” for rated
9 transactions. S&P reiterated that it would also seek in the future to review and
10 minimize the incidence of potential underwriting abuse given “the level of
11 loosened underwriting at the time of loan origination, misrepresentation and
12 speculative borrower behavior reported for the 2006 ratings.”
13 96. One day later, on July 11, 2007, Moody’s announced it was also
14 revising its methodology used to rate the Certificates, and anticipated Certificate
15 downgrades in the future. Moody’s did in fact significantly downgrade most of the
16 Certificate classes, noting “aggressive underwriting” used in the origination of the
17 collateral.
18 97. As a result, the Certificates were downgraded as many as 22 levels
19 with, for example, 94.0%, or $230 billion, of the total $244.3 billion of Certificates
20 initially rated AAA/maximum safety now having been downgraded from AAA to
21 “Ba1” or below, meaning these Certificates were not only designated “junk
22 bonds,” but were assessed to be in danger of “imminent default.” Over 99%, or
23 $255 billion, of the remaining Certificate tranches have now been downgraded,
24 with 94%, or $248 billion, of the total Sampled Certificates having been
25 downgraded to speculative “junk” status.
26 98. Countrywide’s systematic disregard for its underwriting guidelines led
27 to dramatic downgrades of the Certificates as set forth directly above. Currently,
28 94% ($230 billion) of the $244.3 billion of Sampled Certificates initially rated

1 AAA/maximum safety have been downgraded to speculative “junk” status or
2 below. Current delinquency and default rates on the Countrywide loans in the
3 Sampled Certificates have risen exponentially by over 12,000% since issuance of
4 the Certificates – from 0.4% as of the respective Offering dates to over 50% as of
5 May 2010.
6 99. Further, as set forth more fully below, disclosures emerged well after
7 the issuance of the Certificates with respect to the loan originators which further
8 evidenced that they had engaged in underwriting practices which were wholly
9 inconsistent with the guidelines set forth in the Registration Statements and
10 Prospectus Supplements.
11 C. Numerous Government Investigations Reveal the Falsity of the
12 Offering Documents
13 100. Although the poor performance of the MBS alone strongly suggests
14 that Countrywide’s lending practices were far from was disclosed in the Prospectus
15 Supplements, there is substantial additional evidence that also indicates that the
16 statements in the Prospectus Supplements about loan quality and loan underwriting
17 practices were materially inaccurate. Among this evidence are statements by
18 former Countrywide employees, facts which have emerged in ongoing litigation
19 involving the SEC (including a recent judicial opinion dealing with disclosures by
20 Countrywide), facts set out in complaints filed by state attorneys general, facts set
21 out in filings by private litigants and information from press reports and other
22 sources.
23 101. Taken together, these facts indicate that, while the Offering
24 Documents represented that Countrywide’s underwriting of mortgages was
25 designed to ensure the borrower’s ability to repay the mortgage and the adequacy
26 of the collateral supporting the mortgage, in reality Countrywide’s underwriting
27 practices were actually designed to originate as many mortgage loans as possible
28 without regard to the ability of borrowers to afford such mortgages. Indeed,

1 contrary to the representations in the Registration Statements and Prospectus
2 Supplements, it has now been revealed that Countrywide’s loan originators
3 systemically disregarded and/or manipulated the income, assets and employment
4 status of borrowers seeking mortgage loans in order to qualify these borrowers for
5 mortgages that were then pooled and used as collateral for the MBS sold to
6 Plaintiffs. In many instances, this was done by inflating borrowers’ stated income,
7 or facilitating income inflation by encouraging ineligible borrowers to resort to “no
8 documentation loans” and “stated income loans.” In other cases, Countrywide
9 customers were steered to more expensive, higher interest loans, such as subprime
10 and “alternative” mortgages, which they would not likely be able to repay, because
11 making such loans allowed Countrywide to increase the number of attractive
12 mortgages it could sell to the secondary mortgage markets. As set forth below,
13 Countrywide’s notorious origination practices were pervasive throughout the
14 United States and throughout the time period during which the Offerings were
15 issued.
16 102. On or about March 10, 2008, the FBI disclosed that it had initiated a
17 probe into Countrywide’s mortgage lending practices, including manipulation of
18 the subprime and non-traditional loan markets, knowledge of and disregard for
19 underwriting inaccuracies and misrepresentations, and Countrywide’s specific
20 instructions to underwriters not to scrutinize certain types of loans it issued. The
21 next day, The Wall Street Journal published an article detailing the FBI
22 investigation of Countrywide’s lending practices. According to the sources
23 interviewed by The Wall Street Journal, federal investigators were finding that
24 “Countrywide’s loan documents often were marked by dubious or erroneous
25 information about its mortgage clients, according to people involved in the matter.
26 The company packaged many of those mortgages into securities and sold them to
27 investors, raising the additional question of whether Countrywide understated the
28 risks such investments carried.” Subsequently, on April 2, 2008, a federal

1 bankruptcy judge overseeing the proceedings of more than 300 Countrywide-
2 related bankruptcies ordered a further inquiry into the misconduct, and specifically,
3 the illegal inflation of fees throughout the loan process that had been occurring at
4 Countrywide.
5 103. On June 4, 2009, the SEC filed a complaint against Mozilo,
6 Countrywide’s former Chief Executive Officer, and against two Defendants in this
7 case, Sambol and Sieracki (the “SEC Complaint”). The SEC Complaint alleges
8 that the defendants in that case made material false statements in Countrywide’s
9 SEC filings and in other forums about the quality of Countrywide’s residential
10 mortgage loans and about the underwriting process for those loans. According to
11 the SEC, the underwriting process for Countrywide loans was far less rigorous than
12 what the defendants in that case had stated and, consequently, the quality of
13 Countrywide’s loans was much poorer than was indicated by those public
14 statements.
15 104. The basis for the allegations in the SEC Complaint – that
16 Countrywide and its officers substantially overstated the quality of the company’s
17 residential mortgage loan underwriting and, as a result, issued mortgage loans of a
18 far worse quality than Countrywide publicly disclosed – are materially similar to
19 the allegations made by Plaintiffs in this case. Although the statements targeted by
20 the SEC were made to Countrywide’s shareholders in SEC filings, statements
21 made in Offering Documents for securities that securitized the mortgage collateral
22 were similarly false and misleading to MBS investors.
23 105. The SEC Complaint alleges, among other things:
24 • Countrywide embarked on a strategy of underwriting a
higher number of exception loans. The SEC alleges that
25 “[t]he elevated number of exceptions resulted largely
26 from Countrywide’s use of exceptions as part of its
matching strategy to introduce new guidelines and
27 product changes.” SEC Complaint, ¶ 29. By February
28 2007, internal risk management “noted that the
production divisions continued to advocate for, and
1 operated pursuant to, an approach based upon the
matching strategy alone. ... Additionally, [a senior risk
2 management employee warned [Sambol] that, ‘I doubt
3 this approach would play well with regulators, investors,
rating agencies etc. To some, this approach might seem
4 like we’ve simply ceded our risk standards and balance
5 sheet to whoever has the most liberal guidelines.’” SEC
Complaint, ¶ 44 (emphasis added).
6
• Countrywide’s risk management reported to the credit
7
risk committee on June 28, 2005, that there was
8 “evidence of borrowers misrepresenting their income and
occupation on reduced documentation loan applications.”
9
SEC Complaint, ¶ 37.
10
• By June 2006 “both Mozilo and Sambol were aware ...
11 that a significant percentage of borrowers who were
12 taking out stated income loans were engaged in mortgage
fraud.” SEC Complaint, ¶ 40. For example, “[o]n June
13 2, 2006, Sambol received an email reporting on the
14 results of a quality control audit at Countrywide Bank
that showed that 50% of the stated income loans audited
15 by the bank showed a variance in income from the
16 borrowers’ IRS filings of greater than 10%. Of those,
69% had an income variance of greater than 50%.” Id.
17
18 • Angelo Mozilo, Countrywide’s CEO, noted in an April
13, 2006 email “that he had ‘personally observed a
19 serious lack of compliance within our origination system
20 as it relates to documentation and generally a
deterioration in the quality of loans originated versus the
21 pricing of those loan [sic].’” SEC Complaint, ¶ 49.
22
• A December 13, 2007 internal Countrywide
23 memorandum reveals, “‘Countrywide had reviewed
limited samples of first- and second-trust-deed mortgages
24
originated by Countrywide Bank during the fourth
25 quarter of 2006 and the first quarter of 2007 in order to
get a sense of the quality of file documentation and
26
underwriting practices, and to assess compliance with
27 internal policies and procedures. The review resulted in
28 ... the finding that borrower repayment capacity was not
adequately assessed by the bank during the underwriting
1 process for home equity loans. More specifically, debt-
to-income (DTI) ratios did not consider the impact of
2 principal [negative] amortization or any increase in
3 interest.’” SEC Complaint, ¶ 56.
4 • A senior risk management employee warned defendant

Sambol on May 22, 2005 “of the likelihood of
5
significantly higher default rates in loans made on an
6 exception basis: ‘[t]he main issue is to make sure
everyone’s aware that we will see higher default rates.’”
7
SEC Complaint, ¶ 54. According to the SEC Complaint,
8 the senior risk management employee explained to
Sambol “that exceptions are generally done at terms more
9
aggressive than our guidelines,’ and continued that
10 ‘[g]iven the expansion in guidelines and the growing
likelihood that the real estate market will cool, this seems
11
like an appropriate juncture to revisit our approach to
12 exceptions.’ [The senior risk management employee
further] warned [Sambol] that increased defaults would
13
cause repurchase and indemnification requests to rise and
14 the performance of Countrywide-issued MBS to
deteriorate.” Id.
15
16 106. On November 3, 2009 U.S. District Judge John Walter denied in their
17 entirety defendants’ motions to dismiss the SEC Complaint, holding, among other
18 things, that the SEC had adequately alleged that defendants in that case had made
19 statements that materially exaggerated the quality of Countrywide’s residential
20 mortgage-backed loans.
21 107. There was apparently no dispute in the SEC litigation that defendants
22 in that case, like Defendants here, had repeatedly made statements asserting that
23 Countrywide’s residential mortgage loans were of high quality. The defendants
24 did not dispute that they had made the statements that the SEC said they had made
25 – many of these statements were in SEC filings that the defendants had
26 indisputably filed or caused to be filed. Defendants did, however, ask the court to
27 take judicial notice of numerous other SEC filings containing additional
28 information relating to Countrywide’s loans, a request that was granted. Notably,

1 defendants used the judicially noticed documents they had brought to the court’s
2 attention to “argue that the majority of the misstatements and omissions were not
3 material or misleading as a matter of law in light of Countrywide’s extensive
4 disclosures and the context of the alleged misstatements or omissions.” SEC v.
5 Mozilo, CV 09-3994-JFW (MANx), 2009 U.S. Dist. LEXIS 104689, at *25-26
6 (C.D. Cal. Nov. 3, 2009).
7 108. Judge Walter flatly rejected this argument, explaining that “neither
8 Countrywide’s disclosures nor a careful review of the context of the statements
9 convince this Court that the alleged omissions or misstatements were immaterial or
10 not misleading as a matter of law. Accordingly, the Court concludes that the SEC
11 on the whole has adequately alleged that Defendants have made false or
12 misleading statements or omissions of material fact.” Id. at *26.
13 109. In addition, numerous attorneys general have initiated investigations
14 into Countrywide’s lending practices and also have alleged that Countrywide
15 systematically departed from the underwriting standards it professed to use to
16 originate residential loans.
17 110. The Illinois Attorney General initiated a lawsuit against Countrywide
18 and Mozilo, contending that the company and its executives sold borrowers costly
19 and defective loans that quickly went into foreclosure. See People of the State of
20 Illinois v. Countrywide Fin. Corp., No. 08CH22994 (Cook County Ch. Ct.) (the
21 “First Illinois AG Complaint”).
22 111. Additionally, the First Illinois AG Complaint alleges, based on
23 evidence from Countrywide employees whom the Illinois Attorney General
24 interviewed, that Countrywide employees were incentivized to increase the number
25 of loan originations without concern for whether the borrower was able to repay
26 the loan. Countrywide employees did not properly ascertain whether a potential
27 borrower could afford the offered loan, and many of Countrywide’s stated income
28 loans were based on inflated estimates of borrowers’ income. For example,

1 according to the First Illinois AG Complaint: (1) a Countrywide employee
2 estimated that approximately 90% of all reduced documentation loans sold out of a
3 Chicago office had inflated incomes; and (2) one of Countrywide’s mortgage
4 brokers, One Source Mortgage Inc., routinely doubled the amount of the potential
5 borrower’s income on stated income mortgage applications. Furthermore, to
6 supplement an employee’s judgment as to whether a potential borrower’s income
7 was “reasonable,” Countrywide required its employees to utilize a website,
8 www.salary.com. Even if the stated salary was outside of the range provided by
9 the website, Countrywide employees could still approve the loan. The Illinois
10 Attorney General alleged that the “reasonableness” test contravened proper
11 underwriting practices.
12 112. As the Illinois Attorney General explained, “[t]his mounting disaster
13 has had an impact on individual homeowners statewide and is having an impact on
14 the global economy.” The New York Times reported that the complaint, derived
15 from 111,000 pages of Countrywide documents and interviews with former
16 employees, “paints a picture of a lending machine that was more concerned with
17 volume of loans than quality.” See Gretchen Morgenson, “Illinois to Sue
18 Countrywide,” N.Y. Times (June 25, 2008).
19 113. In a second complaint filed on June 29, 2010, the Illinois Attorney
20 General further enumerated the problems with Countrywide’s origination practices,
21 including that Countrywide engaged in discriminatory and predatory lending. See
22 People of the State of Illinois v. Countrywide Fin. Corp., No. 10CH27929 (Cook
23 County Ch. Ct.) (the “Second Illinois AG Complaint”). There, the Illinois
24 Attorney General sets forth how CFC incentivized its employees to sell riskier
25 subprime loans with higher spreads, paying its brokers more for those riskier loans
26 than for originating prime loans.
27 114. California’s Attorney General also commenced an investigation into
28 Countrywide’s lending activities and filed a complaint in the Northwest District of

1 the Superior Court for Los Angeles County, entitled People of the State of
2 California v. Countrywide Fin. Corp., No. LC081846 (Los Angeles Super. Ct.)
3 (the “California AG Complaint”). The California AG Complaint also alleged that
4 Countrywide routinely departed from its stated underwriting standards.
5 115. For example, the California AG Complaint alleged that employees
6 were incentivized to make exceptions to underwriting standards and failed to verify
7 borrower documentation and information. According to the California AG
8 Complaint, Countrywide used a system called CLUES (Countrywide Loan
9 Underwriting Expert System), to provide a loan analysis report that indicated
10 whether the loan was within Countrywide’s underwriting guidelines. CLUES
11 reports indicating a loan was not originated within the purview of Countrywide’s
12 underwriting guidelines often were ignored in order to effectuate the loan.
13 116. Further, consistent with the allegations of the Illinois Attorney
14 General, California Countrywide employees cited in the California AG Complaint
15 also claimed to have utilized the website www.salary.com to purportedly confirm a
16 borrower’s stated income. However, according to the California AG Complaint,
17 California employees would know ahead of time the range of salaries that
18 www.salary.com would provide for a particular job and, therefore, know by how
19 much they could overstate a borrower’s income. A former California loan officer
20 for Countrywide further explained that its loan officers typically told potential
21 borrowers that “with your credit score of X, for this house, and to make X
22 payment, X is the income that you need to make”; after which the borrower would
23 state that he or she made X amount of income.
24 117. Likewise, the Connecticut Attorney General filed a complaint in
25 Superior Court, Judicial District of Hartford, entitled State of Connecticut v.
26 Countrywide Fin. Corp., No. CV08-40390945 (Hartford Super. Ct.), alleging that
27 Countrywide’s employees inflated borrowers’ incomes in order to qualify them for
28 loans they otherwise would not have received.

1 118. Investigations in other states such as Washington, West Virginia,
2 Indiana and Florida have confirmed many of the allegations in the Illinois,
3 California, and Connecticut complaints.
4 119. Further, the Massachusetts Attorney General set forth details of
5 Underwriter Defendant Morgan Stanley’s subprime conduct in a settlement
6 agreement entered on June 24, 2010 in which Morgan Stanley agreed to pay $102
7 million in compensation to homeowners and the Commonwealth of Massachusetts.
8 Although Morgan Stanley denied all wrongdoing, the Massachusetts Attorney
9 General set out that Morgan Stanley routinely ignored warning reports from
10 Clayton Holdings, Inc. (“Clayton”), a due diligence firm, showing that mortgages
11 originated by another defunct subprime originator, New Century Financial (“New
12 Century”), did not meet their underwriting guidelines. Despite being advised by
13 Clayton of underwriting guideline violations, Morgan Stanley repeatedly
14 purchased and securitized New Century loans that did not have sufficient
15 compensating factors to offset their failure to meet the underwriting guidelines.
16 Widespread government investigations suggest that Morgan Stanley was typical of
17 banks such as the Underwriter Defendants in ignoring warnings from due diligence
18 firms like Clayton.
19 120. On July 24, 2008, The Los Angeles Times reported that “three big
20 Southland lenders (are) under federal investigation; Sources say IndyMac,
21 Countrywide and New Century [have been] subpoenaed.” The Los Angeles Times
22 further reported that officials have begun to investigate the value of mortgage-
23 backed securities:
24 A federal grand jury in Los Angeles has begun probing
three of the nation’s largest subprime mortgage lenders
25 in the clearest sign yet that prosecutors are investigating
26 whether fraud and other crimes contributed to the
mortgage debacle.
27
Grand jury subpoenas have been issued in recent
28 weeks and months to Countrywide Financial Corp.,
1 New Century Financial Corp. and IndyMac Federal
Bank seeking a wide range of information, according to
2 sources with direct knowledge of the subpoenas.
3 Officials have said they are beginning to investigate
4 whether securities investors were defrauded about the
value of subprime mortgages they purchased, as well as
5 other possible crimes such as insider trading by
6 corporate officials who sold stock knowing their
holdings were about to deflate in value.
7
8 (emphasis added).
9 121. On October 6, 2008, certain of the Countrywide Defendants settled
10 lawsuits brought by eleven attorneys general. The settlement, valued at $8.4
11 billion, detailed a program whereby existing loans would be modified:
12 [B]orrowers were placed in the riskiest loans, including
13 adjustable-rate mortgages whose interest rates reset
significantly several years after the loans were made.
14 Pay-option mortgages, under which a borrower must
15 pay only a small fraction of the interest and principal,
thereby allowing the loan balance to increase, also are
16
included in the modification.
17
D. Allegations in Numerous Other Civil Lawsuits Show the Falsity of
18 the Offering Documents
19 122. On February 15, 2008, Countrywide shareholders filed a consolidated
20 complaint in the U.S. District Court for the Central District of California alleging
21 derivative claims against the officers and directors of Countrywide, in an action
22 styled In re Countrywide Fin. Corp. Derivative Litig., No. 07-CV-06923-MRP-
23 (MANx) (C.D. Cal.) (the “Derivative Complaint”). The derivative litigation was
24 subsequently dismissed because of the plaintiffs’ lack of standing
25 123. The Derivative Complaint cited information obtained from several
26 confidential sources who were former Countrywide employees who stated that the
27 vast majority of Countrywide’s loans were underwritten in contravention of the
28 company’s stated underwriting standards. According to one of the confidential

1 sources in that complaint, a former “Underwriter II” (a Countrywide employment
2 classification) based in a Jacksonville, Florida processing center between June
3 2006 and April 2007, because of a campaign by Countrywide to increase the
4 volume of loan originations, as much as 80% of the loans originated by
5 Countrywide in that office involved significant variations from Countrywide’s
6 normal underwriting standards.
7 124. According to another confidential witness cited in the Derivative
8 Complaint, a Senior Underwriter in Roseville, California, from September 2002 to
9 September 2006, Countrywide would regularly label loans as “prime” even if made
10 to unqualified borrowers (including those who had recently gone through a
11 bankruptcy and were still having credit problems). According to that confidential
12 witness, Countrywide’s lending practices became riskier in 2006 and Countrywide
13 more lax in enforcing its underwriting policies.
14 125. Another confidential witness cited in the Derivative Complaint, an
15 Executive Vice President of Production Operations and later an Executive Vice
16 President of Process Improvement who worked at Countrywide for 17 years before
17 leaving in October 2005, disclosed that Countrywide created a computer system
18 (or “rules engine”) that routed highly risky loans out of the normal loan approval
19 process to a central underwriting group for evaluation. The system was called the
20 Exception Processing System. According to that source, the Exception Processing
21 System identified loans that violated Countrywide’s underwriting requirements.
22 However, according to the same source, loans identified by the Exception
23 Processing System as violating underwriting standards were not rejected. Rather,
24 Countrywide executives wanted the company’s Central Underwriting group to
25 review such loans to evaluate whether these loans should require a higher price
26 (upfront points) or a higher interest rate in light of the violation at issue. Central
27 Underwriting entered information into the Exception Processing System about its
28 decisions to approve such loans and charge additional fees to the borrower.

1 126. Yet another confidential source in the Derivative Complaint, an
2 underwriter from Long Island, New York at Countrywide between March 2000
3 and January 2007, stated that Countrywide extended loans to individuals with
4 increasing debt-to-income ratios. Initially, Countrywide limited debt-to-income
5 ratios to 38%, but this rose to 50%. According to this source, Countrywide branch
6 managers’ compensation was tied to loan origination volume and not the quality of
7 the loans. Thus, according to this source, branch managers pushed originators to
8 sell more loans despite the riskiness of these loans. Additional confidential sources
9 in the Derivative Complaint confirmed this.
10 127. Indeed, according to yet another confidential source in the Derivative
11 Complaint, Countrywide simply “didn’t turn down loans.” Rather, Countrywide
12 “‘did whatever they had to do to close loans’ including making exceptions to
13 underwriting guidelines – everyone was motivated to increase loan volume and
14 ‘approv[e] things that should not have been approved.’”
15 128. On January 6, 2009, purchasers of Countrywide common shares filed
16 a second amended complaint in the U.S. District Court for the Central District of
17 California, captioned In re Countrywide Fin. Corp. Sec. Litig., No. 07-CV-05295-
18 MRP-(MANx) (C.D. Cal.) (the “Securities Complaint”). Facts set forth in the
19 Securities Complaint confirm major, systematic irregularities in Countrywide’s
20 loan origination practices. The Securities Complaint cited information obtained
21 from several confidential sources who were former Countrywide employees who
22 stated that the vast majority of Countrywide’s loans were underwritten in
23 contravention of the company’s stated underwriting standards. The securities
24 litigation recently settled for $624 million.
25 129. Among numerous internal Countrywide sources cited in the Securities
26 Complaint, one, a supervising underwriter at Countrywide until mid-2005 who
27 oversaw the company’s underwriting operations in several states (the “Supervising
28 Underwriter”), stated that the underwriting guidelines were repeatedly lowered,

1 and “very loose and lax” and designed to help Countrywide make more loans (as
2 opposed to protecting the entity that ended up taking on the credit risk that the
3 borrower would default on the mortgage).
4 130. The Supervising Underwriter further stated that from late 2004,
5 Countrywide’s Structured Loan Desks employed the Exception Processing System
6 in order to obtain approval for loans that were exceptions to and should have been
7 rejected by Countrywide’s underwriting standards. As many as 15% to 20% of the
8 loans generated each day at the Company’s Structured Loan Desks were run
9 through the Exception Processing System and very few were ever rejected.
10 131. The Supervising Underwriter further stated that if a potential borrower
11 applying for a stated income, stated asset (“SISA”) loan provided a bank name,
12 address and account number for asset verification, it was the practice at
13 Countrywide not to verify the bank balance.
14 132. According to another confidential source identified in the Securities
15 Complaint, and confirmed by an April 6, 2008 article in The New York Times, even
16 though Countrywide had the right to verify stated income on an application
17 through the Internal Revenue Service (“IRS”) (and this check took less than one
18 day to complete), income was verified with the IRS on only 3%-5% of all loans
19 funded by Countrywide in 2006.
20 133. The Securities Complaint also details that the appraisals obtained by
21 Countrywide underwriters were not independent or accurate. For example, since at
22 least 2005, loan officers from all of Countrywide’s origination divisions were
23 permitted to (i) hire appraisers of their own choosing, (ii) discard appraisals that
24 did not support loan transactions, and (iii) substitute more favorable appraisals by
25 replacement appraisers when necessary to obtain a more favorable LTV ratio so as
26 to qualify the loan for approval. Countrywide loan officers were allowed to lobby
27 appraisers to assign particular values to a property in order to support the closing
28 of a loan.

1 134. Further, according to allegations made by Capitol West Appraisals
2 LLC (“Capitol West”) a real estate appraisal company cited in the Securities
3 Complaint, “Countrywide engaged in a pattern and practice of pressuring real
4 estate appraisers to artificially increase appraisal values for properties underlying
5 mortgages Countrywide originated and/or underwrote. Capitol West stated that
6 Countrywide loan officers sought to pressure Capitol West to increase appraisal
7 values for three separate loan transactions. When Capitol West refused to vary the
8 appraisal values from what it independently determined was appropriate,
9 Countrywide retaliated.…”
10 135. According to Capitol West’s allegations in the Securities Complaint,
11 “Countrywide maintained a database titled the ‘Field Review List’ containing the
12 names of appraisers whose reports Countrywide would not accept unless the
13 mortgage broker also submitted a report from a second appraiser. Capitol West
14 was placed on the Field Review List after refusing to buckle under pressure to
15 inflate real estate values. The practical effect of being placed on the Field Review
16 List was to be blacklisted as no mortgage broker would hire an appraiser appearing
17 on the Field Review List to appraise real estate for which Countrywide would be
18 the lender because neither the broker nor the borrower would pay to have two
19 appraisals done. Instead, the broker would simply retain another appraiser who
20 was not on the Field Review List.” The Securities Complaint further sets forth
21 Capitol West’s descriptions of the additional steps Countrywide took to enforce its
22 blacklisting of appraisers that refused to artificially inflate their appraisals.
23 136. On September 30, 2008, MBIA Insurance Corp. (“MBIA”), one of the
24 largest providers of bond insurance, filed a complaint against Countrywide in New
25 York state court, entitled MBIA Ins. Corp. v. Countrywide, No. 08/602825 (N.Y.
26 Sup. Ct.) (the “MBIA Complaint”). The MBIA Complaint alleges that
27 Countrywide fraudulently induced MBIA to provide insurance for certain
28 investment certificates, including those contained in the following trusts: CWHEQ

1 2005-E; CWHEQ 2005-I; CWHEQ 2005-M; CWHEQ 2006-E; CWHEQ 2006-G;
2 CWHEQ 2006-S8; CWHEQ 2007-E; CWHEQ 2007-S1; CWHEQ 2007-S2; and
3 CWHEQ 2007-S3.
4 137. MBIA was able to obtain approximately 19,000 loan files for the
5 Certificates it insured as a result of its contractual agreements with Countrywide.
6 After reviewing the portfolios and re-underwriting each loan provided by
7 Countrywide, MBIA discovered that there was “an extraordinarily high incidence
8 of material deviations from the underwriting guidelines Countrywide represented
9 it would follow.” MBIA Complaint, ¶ 78 (emphasis added). MBIA discovered
10 that many of the loan applications “lack[ed] key documentation, such as a
11 verification of borrower assets or income; include[d] an invalid or incomplete
12 appraisal; demonstrate[d] fraud by the borrower on the face of the application; or
13 reflect[ed] that any of borrower income, FICO score, or debt, or DTI [debt-to-
14 income] or CLTV, fail[ed] to meet stated Countrywide guidelines (without any
15 permissible exception).” MBIA Complaint, ¶ 79. Significantly, “MBIA’s re-
16 underwriting review ... revealed that almost 90% of defaulted or delinquent loans
17 in the Countrywide Securitizations show material discrepancies.” On April 27,
18 2010, the Supreme Court of the State of New York, although determining that
19 MBIA did not have a legal claim for negligent misrepresentation, denied a motion
20 to dismiss MBIA’s claims of fraud against several Countrywide entities and Bank
21 of America.
22 138. On April 11, 2008, an amended complaint for violations of the federal
23 securities laws was filed against Countrywide in the U.S. District Court for the
24 Central District of California. See Argent Classic Convertible Arbitrage Fund LP
25 v. Countrywide Fin. Corp., No. 07-CV-7097-MRP-(MANx) (C.D. Cal.). The
26 complaint identified specific deviations from Countrywide’s stated underwriting
27 guidelines. For example, in connection with the “No Income/No Asset
28 Documentation Program,” Countrywide represented that “[t]his program is limited

1 to borrowers with excellent credit histories.” However, Countrywide routinely
2 extended these loans to borrowers with weak credit and knew that such “low doc”
3 or “no doc” loans, particularly when coupled with nontraditional products like
4 ARMs, likely contained misinformation from the borrower, such as overstated
5 incomes, that increased the likelihood of defaults. Because borrowers were
6 advised that their representations on loan applications would not be verified,
7 Countrywide employees referred to these products as “liar loans.”
8 139. Furthermore, in an action commenced against Countrywide for
9 wrongful termination, styled Zachary v. Countrywide Fin. Corp., No. 4:08-cv-
10 00214, currently pending in the U.S. District Court for the Southern District of
11 Texas, the plaintiff, Mark Zachary (“Zachary”), a Regional Vice President of
12 Countrywide KB Home Loans, Inc. (“CWKB”), alleged that CWKB, a 50-50 joint
13 venture between Countrywide and KB Home Loans (“KB Home”), engaged in a
14 host of mortgage origination and underwriting activities that did not comport with
15 stated and standard practices. Zachary described how loan officers would go so far
16 as to help the loan applicant submit a loan application with false income amounts,
17 so that the applicant would get the loan under false pretenses.
18 140. According to Zachary, one of these practices involved CWKB’s
19 practice of “flipping” a loan application from a “full documentation” loan program
20 to a “stated income” or “no income, no asset” loan program. He learned that loans
21 were being canceled at the prime regional operations center as full documentation
22 loans and transferred to the subprime operations center in Plano, Texas, as stated
23 asset, stated income (“SISA”) loans, a “low-doc” loan, or no income, no assets
24 (“NINA”) loans, a “no-doc” loan. Otherwise known as “liar loans,” NINA loans
25 allowed a borrower to simply state their income without providing any
26 documentation or proof of this income. Thus, rather than denying an applicant
27 based on the information revealed in the original mortgage application,
28 Countrywide pretended that it did not see the disqualifying information, such as

1 insufficient income or assets, and instead, allowed applicants to apply for a no
2 documentation loan, implicitly encouraging them to lie on these renewed
3 applications.
4 141. Furthermore, Zachary explained that while a material number of
5 Countrywide’s loan applicants were not eligible for any loan program requiring
6 documentation based on the applicant’s verified income level and/or job status,
7 CWKB loan officers would (1) cancel the application for the loan program that
8 required documentation, (2) re-do the application as a SISA or a NINA loan
9 through the company’s subprime originators in Plano, Texas, and (3) coach the
10 loan applicant as to what income level he or she would need to have in order to
11 qualify for the low-doc or no-doc loan.
12 142. Moreover, according to Zachary, Countrywide blatantly ignored its
13 underwriting policies and procedures. Zachary stated that there was a problem
14 with appraisals performed on homes being purchased with Countrywide loans.
15 According to Zachary, the appraiser was being strongly encouraged to inflate
16 appraisal values by as much as 6% to allow the homeowner to “roll up” all closing
17 costs. According to Zachary, this inflated value put the buyer “upside down” on
18 the home immediately after purchasing it, i.e., the borrower owed more than the
19 home’s worth. Thus, the borrower was more susceptible to default. It also put the
20 lender and secondary market investor at risk because they were unaware of the true
21 value of their asset. According to Zachary, Countrywide performed an audit into
22 these matters in January 2007 which corroborates his story.
23 143. Another civil complaint, Zaldana v. KB Home, No. CV 08-3399
24 (EDL), currently pending in the U.S. District Court for the Northern District of
25 California (the “Zaldana Complaint”), further details Countrywide’s failure to
26 follow standard appraisal practices. The Zaldana Complaint described a process
27 whereby KB Home paid Countrywide to make loans with subsidized initial
28 payments to KB borrowers, thereby allowing KB to prop up the ostensible sales

1 prices of KB homes and sell to buyers who would not otherwise be able to afford
2 or qualify for the monthly mortgage payments. In turn, Countrywide would have
3 its appraisers ignore the subsidies in order to appraise the home at the full stated
4 sales price, thereby inflating the actual value of the home (i.e., the price that a
5 buyer was truly willing to pay for it).
6 E. Underwriter Defendants “Contracted Out” and Failed to Conduct
7 Required Due Diligence of Loan Underwriting Guidelines
Contained in Offering Documents
8
9 144. Prior to securitization, a process of cursory “due diligence” on the
10 mortgage loans was conducted. The review’s ostensible purpose was to determine
11 whether the loans contained the requisite legal documentation, were based on an
12 independent appraisal and were originated in accordance with Countrywide’s loan
13 underwriting guidelines, which were detailed in the Offering Documents. The due
14 diligence review that was conducted on the mortgage collateral was not specific to
15 any securitized pool of mortgage loans. Rather, the due diligence was periodically
16 performed on a small sample of Countrywide’s entire “warehouse” of mortgage
17 loans.
18 145. The Underwriter Defendants contracted out the inspection of loans for
19 compliance with the Originator’s underwriting guidelines to outside firms –
20 Clayton and The Bohan Group (“Bohan”) – and then conducted limited oversight
21 of these subcontractors’ activities.
22 146. As disclosed as part of an ongoing investigation of investment
23 banking misconduct in underwriting MBS being conducted by, among others, the
24 New York Attorney General (the “NYAG”) and the Massachusetts Attorney
25 General, Clayton and Bohan routinely provided investment banks with detailed
26 reports of loans non-compliant with underwriting guidelines, but the investment
27 banks just as routinely disregarded the non-compliant loans and included them in
28 securitization pools anyway. Further, the President of Bohan stated that, by the

1 time the Offerings of the Certificates took place, investment banks were requiring a
2 review of only 5% to 7% of the entire loan pools.
3 147. The Underwriter Defendants contracted their due diligence work to
4 Clayton and Bohan. The outside firms were supposed to examine the loans for
5 conformity with Countrywide’s guidelines, as detailed in the Offering Documents.
6 Each loan reviewed was rated as category “1,” “2” or “3.” Category “3” loans
7 were defective and recommended for exclusion from securitization, however such
8 loans were routinely included in securitizations despite being defective. Because
9 the risk of default was passed on to investors in the Certificates rather than held by
10 the Underwriter Defendants or Countrywide, there was no incentive to remove
11 such category “3” loans from the Offerings, because if the Underwriter Defendants
12 rejected any significant portion of the loans, the size of the securitization, and thus
13 the size of the fees derived from the securitization, would decrease significantly.
14 148. In June 2007, the NYAG subpoenaed documents from Clayton and
15 Bohan related to their due diligence efforts on behalf of the investment banks, such
16 as Bear Stearns, that underwrote mortgage-backed securities. The NYAG, along
17 with Massachusetts and Connecticut attorneys general and the SEC (all of which
18 also subpoenaed documents), are investigating whether investment banks held
19 back information they should have provided in the disclosure documents related to
20 the sale of mortgage-backed securities to investors.
21 149. In a December 6, 2007 article published in The New York Times, it
22 was reported that:
23 Andrew Cuomo, the New York attorney-general, has
24 subpoenaed RBS and about 15 of Wall Street’s biggest
sub-prime mortgage bond underwriters, such as Bear
25 Stearns and Merrill Lynch, requesting information that
26 will help to determine how much due diligence was
conducted on the home loan-backed securities that they
27 issued.
28
* * *
1 Mr. Cuomo is also examining the relationship between
mortgage lenders, third party-due diligence firms, the
2 credit rating agencies and the underwriting banks to see if
3 they colluded to ignore risks.
4 Wall Street firms made hefty fees from buying high-risk

sub-prime mortgages and packaging them into bonds
5 backed by the home loans’ interest payments. Investors,
6 including Wall Street giants such as Citigroup, as well as
hedge funds and pension funds, have collectively lost
7 more than $50 billion this year on sub-prime-backed
8 bonds after a surge in defaults on high-risk home loans
forced down their valuations.
9
10 Many of Wall Street’s underwriters relied heavily on
third-party vendors to examine the home loans that were
11 used to back the mortgage bonds. This helped them to
12 determine how reliable an income stream the underlying
mortgages would produce and, in turn, how likely it was
13 that the bonds’ interest payments would be met.
14
Since bond underwriters have an obligation to make sure
15 that the statements made in the securities’ Offering
Documents are accurate, Mr. Cuomo is investigating how
16
much, if any, due diligence they conducted themselves.
17 He is also seeking to determine whether they should have
done more.
18
19 150. In a January 12, 2008 article titled “Inquiry Focuses on Withholding
20 of Data on Loans,” The New York Times further reported:
21
An investigation into the mortgage crisis by New York
22 State prosecutors is now focusing on whether Wall Street
banks withheld crucial information about the risks posed
23
by investments linked to subprime loans.
24
Reports commissioned by the banks raised red flags
25 about high-risk loans known as exceptions, which failed
26 to meet even the lax credit standards of subprime
mortgage companies and the Wall Street firms. But the
27 banks did not disclose the details of these reports to
28 credit-rating agencies or investors.

1 The inquiry, which was opened last summer by New
York’s attorney general, Andrew M. Cuomo, centers on
2 how the banks bundled billions of dollars of exception
3 loans and other subprime debt into complex mortgage
investments, according to people with knowledge of the
4 matter. Charges could be filed in coming weeks.
5 * * *
6
The inquiries highlight Wall Street’s leading role in
7 igniting the mortgage boom that has imploded with a
8 burst of defaults and foreclosures. The crisis is sending
shock waves through the financial world, and several big
9 banks are expected to disclose additional losses on
10 mortgage-related investments when they report earnings
next week.
11
As plunging home prices prompt talk of a recession, state
12
prosecutors have zeroed in on the way investment banks
13 handled exception loans. In recent years, lenders, with
Wall Street’s blessing, routinely waived their own credit
14
guidelines, and the exceptions often became the rule.
15
It is unclear how much of the $1 trillion subprime
16 mortgage market is composed of exception loans. Some
17 industry officials say such loans made up a quarter to a
half of the portfolios they saw. In some cases, the loans
18 accounted for as much as 80 percent. While exception
19 loans are more likely to default than ordinary subprime
loans, it is difficult to know how many of these loans
20 have soured because banks disclose little information
21 about them, officials say.
22 Wall Street banks bought many of the exception loans
from subprime lenders, mixed them with other mortgages
23
and pooled the resulting debt into securities for sale to
24 investors around the world.
25 * * *
26
Mr. Cuomo, who declined to comment through a
27 spokesman, subpoenaed several Wall Street banks last
28 summer, including Lehman Brothers and Deutsche Bank,
which are big underwriters of mortgage securities; the
1 three major credit-rating companies: Moody’s Investors
Service, Standard & Poor’s and Fitch Ratings; and a
2 number of mortgage consultants, known as due diligence
3 firms, which vetted the loans, among them Clayton
Holdings in Connecticut and the Bohan Group, based in
4 San Francisco. Mr. Blumenthal said his office issued up
5 to 30 subpoenas in its investigation, which began in late
August.
6
* * *
7
8 To vet mortgages, Wall Street underwriters hired outside
due diligence firms to scrutinize loan documents for
9 exceptions, errors and violations of lending laws. But
10 Jay H. Meadows, the chief executive of Rapid Reporting,
a firm based in Fort Worth that verifies borrowers’
11 incomes for mortgage companies, said lenders and
12 investment banks routinely ignored concerns raised by
these consultants.
13
“Common sense was sacrificed on the altar of
14
materialism,” Mr. Meadows said. “We stopped
15 checking.”
16 (emphasis added).
17
18 151. On January 27, 2008, Clayton revealed that it had entered into an
19 agreement with the NYAG for immunity from civil and criminal prosecution in the
20 State of New York in exchange for agreeing to provide additional documents and
21 testimony regarding its due diligence reports, including copies of the actual reports
22 provided to its clients. Both The New York Times (J. Anderson and V. Bajaj,
23 “Reviewer of Subprime Loans Agrees to Aid Inquiry of Banks,” N.Y. Times, (Jan.
24 27, 2008)) and The Wall Street Journal (A. Efrati and R. Simon, “Due Diligence
25 Firm to Aid New York Subprime Probe,” Wall St. J. (Jan. 29, 2008)) ran articles
26 describing the nature of the NYAG’s investigation and Clayton’s testimony. The
27 Wall Street Journal reported that the NYAG’s investigation was focused on “the
28 broad language written in prospectuses about the risky nature of these securities,”

1 which “changed little in recent years, even as due diligence reports noted that the
2 number of exception loans backing the securities was rising.” According to the
3 New York Times article, Clayton told the NYAG “that starting in 2005, it saw a
4 significant deterioration of lending standards and a parallel jump in lending
5 expectations” and “some investment banks directed Clayton to halve the sample of
6 loans it evaluated in each portfolio.”
7 152. A March 23, 2008 Los Angeles Times article reported that Clayton and
8 Bohan employees “raised plenty of red flags about flaws [in subprime home loans]
9 so serious that mortgages should have been rejected outright – such as borrowers’
10 incomes that seemed inflated or documents that looked fake – but the problems
11 were glossed over, ignored or stricken from reports” as follows:
12 The reviewers’ role was just one of several safeguards –
13 including home appraisals, lending standards and ratings
on mortgage-backed bonds – that were built into the
14 country’s mortgage-financing system.
15
But in the chain of brokers, lenders and investment banks
16 that transformed mortgages into securities sold
17 worldwide, no one seemed to care about loans that
looked bad from the start. Yet profit abounded until
18 defaults spawned hundreds of billions of dollars in losses
19 on mortgage-backed securities.
20 “The investors were paying us big money to filter this

business,” said loan checker Cesar Valenz. “It’s like
21 with water. If you don’t filter it, it’s dangerous. And it
22 didn’t get filtered.”
23 As foreclosures mount and home prices skid, the loan-
24 review function, known as “due diligence,” is gaining
attention.
25
The FBI is conducting more than a dozen investigations
26
into whether companies along the financing chain
27 concealed problems with mortgages. And a presidential
working group has blamed the subprime debacle in part
28

1 on a lack of due diligence by investment banks, rating
outfits and mortgage-bond buyers.
2
3 E. Scott Reckard, “Subprime Watchdogs Ignored,” L.A. Times (Mar. 23, 2008).
4 F. Additional Government Investigations Further Confirm Systemic
5 Disregard for Mortgage Loan Underwriting Guidelines
153. In August 2007, following reports of defaults in mortgage loans
6
underlying various MBS, downgrades of such MBS and potential downgrades of
7
additional MBS in the future, and the resulting illiquidity in the credit markets, the
8
President of the United States commissioned the Secretary of the Treasury, the
9
SEC and the Commodities Futures Trading Commission (“CFTC”) (hereinafter
10
referred to as the “President’s Working Group” or the “PWG”) to investigate the
11
causes of the market turmoil. After a seven-month investigation, the PWG issued
12
its report on March 13, 2008. The PWG found as follows:
13
14
• A significant erosion of market discipline by those
15 involved in the securitization process, including
16 originators, underwriters, credit rating agencies, and
global investors, related in part to failures to provide or
17 obtain adequate risk disclosures;
18
• The turmoil in financial markets clearly was triggered by
19 a dramatic weakening of underwriting standards for
20 U.S. subprime mortgages…
21 (emphasis added).
22 154. In December 2007, the Massachusetts Attorney General launched an
23 investigation into Wall Street’s securitization of subprime loans. The investigation
24 focused on the industry practices involved in the issuance and securitization of
25 subprime loans to Massachusetts consumers. According to a press release issued
26 by the Massachusetts Attorney General’s Office,
27
The Office is investigating whether securitizers may have:
28

1 • facilitated the origination of “unfair” loans under
Massachusetts law;
2 • failed to ascertain whether loans purchased from
3 originators complied with the originators’ stated
underwriting guidelines;
4 • failed to take sufficient steps to avoid placing problem
5 loans in securitization pools;
• been aware of allegedly unfair or problem loans;
6
• failed to make available to potential investors certain
7 information concerning allegedly unfair or problem
loans, including information obtained during loan
8
diligence and the pre-securitization process, as well as
9 information concerning their practices in making
repurchase claims relating to loans both in and out of
10
securitizations.
11
12 155. On January 30, 2008, the FBI and SEC launched a joint investigation
13 into 14 investment banks, loan providers and developers as part of a crackdown
14 focusing on the subprime mortgage crisis. According to the Los Angeles Times:
15 We’re looking at the whole range of those involved – including the
16 investment banks and other entities that bundled the loans up for sale
and the institutions that held them and reported [to investors] on their
17 value…
18
G. Underwriter Defendants Employed Rating Shopping Practices to
19 Ensure Inflated Investment Grade Ratings for All the Certificates
20 156. The Underwriter Defendants derived their profits from the sale of the
21 Certificates for a price in excess of the amount paid for the underlying mortgage
22 loans. For the Certificates to sell profitably, approximately 80% of the
23 securitization had to be assigned the highest AAA rating by the Rating Agencies.
24 157. As set forth above, the Underwriter Defendants ultimately engaged
25 the Rating Agencies through a “ratings shopping” process. Initially, a collateral
26 analyst would send the preliminarily structured deal to the Rating Agencies for
27 feedback. The Underwriter Defendants’ in-house rating agency personnel would
28 oversee the communications with the Rating Agencies. Then S&P, for example,

1 would run the loan tape through both its LEVELS and SPIRE Models again and
2 provide the Underwriter Defendants with the results in an effort to obtain the
3 ratings engagement. Through the LEVELS Model, S&P would advise the
4 Underwriter Defendants responsible for each deal, for example, that 94.25% of the
5 Certificates would be rated AAA as long as 5.75% of the total collateral balance
6 supporting those Certificates was subordinate. This 5.75% was the amount of loss
7 coverage required. The Underwriter Defendants would then again “negotiate” with
8 the Rating Agencies before they were hired, in order to get them to agree to the
9 least amount of loss coverage and credit enhancement, and the highest percentage
10 of AAA-designated Certificates.
11 158. The Underwriter Defendants used this “ratings shopping” process to
12 obtain the most profitable structure on the Offerings. Ratings shopping resulted in
13 over 92% of the Certificates being initially awarded the AAA/maximum-security
14 rating.
15 159. Finally however, in 2008, the practice was effectively ended by way
16 of an agreement entered into between the Rating Agencies and the NYAG. In June
17 2008, the NYAG announced that after an investigation of the Rating Agencies, it
18 had reached an agreement with S&P, Moody’s and Fitch which contemplated a
19 complete overhaul of the then-current ratings procedures and guidelines and put an
20 end to what had been termed “ratings shopping.” Instead of investment banks
21 looking to issue mortgage-backed bonds going to all three agencies for a review,
22 but only using, and paying for, the most optimistic rating, the Rating Agencies
23 would now be paid upfront regardless of whether they were hired to assign a
24 rating, a move expected to remove any potential for conflicts of interest.
25 VI. THE OFFERING DOCUMENTS CONTAINED MATERIAL
MISSTATEMENTS AND OMISSIONS REGARDING STATED
26 UNDERWRITING AND APPRAISAL STANDARDS
27 160. Countrywide was a principal originator for all 427 of the Offerings
28 complained of herein. The total value of the 427 Offerings for which Countrywide

1 was the principal originator was $351 billion, of which the Rating Agencies
2 assigned initial ratings of AAA/maximum safety to over 92%.
3 161. Each Registration Statement for the Issuing Trusts contained an
4 illustrative form of a Prospectus Supplement for use in the offering of the
5 Certificates. Each Registration Statement was prepared by the Issuing Defendants
6 and signed by the Individual Defendants. At the effective date of the offering of the
7 Certificates, a final Prospectus Supplement was filed with the SEC containing a
8 description of the mortgage pool underlying the Certificates and the underwriting
9 standards by which the mortgages were originated. The Underwriter Defendants
10 sold the Certificates pursuant to the Prospectus Supplements.
11 162. Countrywide made clear in the Offering Documents that exceptions
12 were made to the underwriting guidelines but only where “compensating factors
13 were demonstrated by the borrowers. Each Registration Statement filed by
14 CWALT and CWMBS, as well as the Prospectus Supplements issued pursuant to
15 those Registration Statements, contained the following language concerning the
16 underwriting standards by which the mortgages pooled into CWALT and CWMBS
17 Offerings were originated:
18 All of the Mortgage Loans have been originated or
acquired by Countrywide Home Loans, Inc., in
19 accordance with its credit, appraisal and underwriting
20 standards.... Countrywide Home Loans’ underwriting
standards are applied in accordance with applicable
21 federal and state laws and regulations.
22 Countrywide Home Loans’ underwriting standards are
23 applied, by or on behalf of Countrywide Home Loans to
evaluate the prospective borrower’s credit standing and
24 repayment ability and the value and adequacy of the
25 mortgaged property as collateral. Under those standards,
a prospective borrower must generally demonstrate that
26 the ratio of the borrower’s monthly housing expenses
27 (including principal and interest on the proposed
mortgage loan and, as applicable, the related monthly
28
portion of property taxes, hazard insurance and mortgage
1 insurance) to the borrower’s monthly gross income and
the ratio of total monthly debt to the monthly gross
2 income (the “debt-to-income” ratios) are within
3 acceptable limits. The maximum acceptable debt-to-
income ratio, which is determined on a loan-by-loan
4 basis, varies depending on a number of underwriting
5 criteria, including the Loan-to-Value Ratio, loan purpose,
loan amount and credit history of the borrower. In
6 addition to meeting the debt-to-income ratio guidelines,
7 each prospective borrower is required to have sufficient
cash resources to pay the down payment and closing
8 costs. Exceptions to Countrywide Home Loans’
9 underwriting guidelines may be made if compensating
factors are demonstrated by a prospective borrower.
10
11 See Appendix Exhibit D; see also Exhibit E.
12 163. The above statements concerning Countrywide’s adherence to its
13 underwriting standards and to federal and state underwriting standards, with
14 respect to mortgages pooled into CWALT and CWMBS Issuing Trusts, contained
15 material misstatements when made because:
16 a. Defendants failed to disclose that Countrywide systematically
17 ignored underwriting standards imposed by state and federal law in issuing
18 the mortgages pooled into the Issuing Trusts;
19 b. Countrywide did not, contrary to its statement above, properly
20 “evaluate the prospective borrower’s credit standing and repayment ability
21 and the value and adequacy of the mortgaged property as collateral.” Rather,
22 as alleged herein, Countrywide systematically ignored borrowers’
23 repayment ability and the value and adequacy of mortgaged property used as
24 collateral in issuing loans; and
25 c. Countrywide’s underwriting standards did not require that a
26 borrower “generally demonstrate that the ratio of the borrower’s monthly
27 housing expenses (including principal and interest on the proposed mortgage
28 loan and, as applicable, the related monthly portion of property taxes, hazard

1 insurance and mortgage insurance) to the borrower’s monthly gross income
2 and the ratio of total monthly debt to the monthly gross income (the ‘debt-
3 to-income’ ratios) are within acceptable limits.” Instead, Countrywide’s
4 underwriting included the following practices, described supra at V, that
5 disregarded a borrowers’ ability to pay by:
6
7 • Coaching borrowers to misstate their income on loan
applications to qualify for mortgage loans under
8 Countrywide’s underwriting standards, including
9 directing applicants to no-documentation loan programs
when their income was insufficient to qualify for full
10 documentation loan programs;
11
• Steering borrowers to more expensive loans that
12 exceeded their borrowing capacity;
13 • Encouraging borrowers to borrow more than they could
14 afford by suggesting NINA and SISA loans when they
could not qualify for full documentation loans based on
15 their actual incomes;
16
• Approving borrowers based on “teaser rates” for loans
17 despite knowing that the borrower would not be able to
18 afford the “fully indexed-rate” when the adjustable rate
adjusted;
19
• Allowing non-qualifying borrowers to be approved for
20
loans under exceptions to Countrywide’s underwriting
21 standards based on so-called “compensating factors”
without requiring documentation for such compensating
22
factors;
23
• Incentivizing its employees to approve borrowers under
24 exceptions to Countrywide’s underwriting policies; and
25
• Systematically overriding flags identified by the CLUES
26 system that was meant to weed out non-qualifying loans
27 and nonetheless approving such loans.
28 164. Each Registration Statement and Prospectus Supplement issued by

1 CWABS and CWHEQ contained the following language concerning the
2 underwriting standards by which the mortgages pooled into the Issuing Trusts were
3 originated:
4 Credit Blemished Mortgage Loans. The following is a
description of the underwriting procedures customarily
5 employed by Countrywide Home Loans with respect to
6 credit blemished mortgage loans.... Countrywide Home
Loans produces its credit blemished mortgage loans
7 through its Consumer Markets, Full Spectrum Lending,
8 Correspondent Lending and Wholesale Lending
Divisions. Prior to the funding of any credit blemished
9 mortgage loan, Countrywide Home Loans underwrites
10 the related mortgage loan in accordance with the
underwriting standards established by Countrywide
11 Home Loans. In general, the mortgage loans are
12 underwritten centrally by a specialized group of
underwriters who are familiar with the unique
13 characteristics of credit blemished mortgage loans. In
14 general, Countrywide Home Loans does not purchase
any credit blemished mortgage loan that it has not itself
15 underwritten.
16
Countrywide Home Loans’ underwriting standards are
17 primarily intended to evaluate the value and adequacy of
the mortgaged property as collateral for the proposed
18
mortgage loan and the borrower’s credit standing and
19 repayment ability. On a case by case basis, Countrywide
Home Loans may determine that, based upon
20
compensating factors, a prospective borrower not strictly
21 qualifying under the underwriting risk category
guidelines described below warrants an underwriting
22
exception. Compensating factors may include low loan-
23 to-value ratio, low debt-to-income ratio, stable
employment, time in the same residence or other
24
factors. It is expected that a significant number of the
25 Mortgage Loans will have been originated based on
such underwriting exceptions.
26
27 Each prospective borrower completes an application
which includes information with respect to the
28 applicant’s assets, liabilities income and employment
1 history, as well as certain other personal information.
Countrywide Home Loans requires an independent credit
2 bureau report on the credit history of each applicant in
3 order to evaluate the applicant’s prior willingness and/or
ability to repay. The report typically contains information
4 relating to credit history with local and national
5 merchants and lenders, installment debt payments and
any record of defaults, bankruptcy, repossession, suits or
6 judgments, among other matters. After obtaining all
7 applicable employment, credit and property information,
Countrywide Home Loans uses a debt-to-income ratio to
8 assist in determining whether the prospective borrower
9 has sufficient monthly income available to support the
payments of principal and interest on the mortgage loan
10 in addition to other monthly credit obligations. The
11 “debt-to-income ratio” is the ratio of the borrower’s total
monthly credit obligations to the borrower’s gross
12 monthly income. The maximum monthly debt-to-income
13 ratio varies depending upon a borrower’s credit grade
and documentation level (as described below) but does
14 not generally exceed 50%. Variations in the monthly
15 debt-to-income ratios limit are permitted based on
compensating factors.
16
While more flexible, Countrywide Home Loans’
17
underwriting guidelines still place primary reliance on a
18 borrower’s ability to repay; however, Countrywide Home
Loans may require lower loan-to-value ratios than for
19
loans underwritten to more traditional standards.
20 Borrowers who qualify generally have payment histories
and debt-to-income ratios which would not satisfy more
21
traditional underwriting guidelines and may have a
22 record of major derogatory credit items such as
outstanding judgments or prior bankruptcies.
23
Countrywide Home Loans’ credit blemished mortgage
24 loan underwriting guidelines establish the maximum
25 permitted loan-to-value ratio for each loan type based
upon these and other risk factors with more risk factors
26 resulting in lower loan-to-value ratios.
27 See Appendix Exhibit F; see also Exhibit G.
28 165. In addition, the Prospectus Supplements for CWHEQ Registration

1 Statements also contained additional language describing the standards by which
2 CWHEQ’s home equity loans and second lien mortgage loans were originated:
3
4 The underwriting process is intended to assess the
applicant’s credit standing and repayment ability, and the
5 value and adequacy of the real property security as
6 collateral for the proposed loan. Exceptions to the
applicable originator’s underwriting guidelines will be
7 made when compensating actors are present. These
8 factors include the borrower’s employment stability,
favorable credit history, equity in the related property,
9 and the nature of the underlying first mortgage loan.
10
See Appendix Exhibit H.
11
166. The Prospectus Supplements for CWHEQ Registration Statements
12
also stated:
13 After obtaining all applicable income, liability, asset,
14 employment, credit, and property information, the
applicable originator generally uses a debt-to-income
15 ratio to assist in determining whether the prospective
16 borrower has sufficient monthly income available to
support the payments on the home equity loan in addition
17
to any senior mortgage loan payments (including any
18 escrows for property taxes and hazard insurance
premiums) and other monthly credit obligations. The
19
“debt-to-income ratio” is the ratio of the borrower’s total
20 monthly credit obligations (assuming the mortgage loan
interest rate is based on the applicable fully indexed
21
interest rate) to the borrower’s gross monthly income.
22 Based on this, the maximum monthly debt-to-income
ratio is 45%. Variations in the monthly debt-to-income
23
ratios limits are permitted based on compensating factors.
24 The originators currently offer home equity loan products
that allow maximum combined loan-to-value ratios up to
25
100%.
26
27 See Appendix Exhibit I.
28 167. The above statements contained material misstatements of fact when

1 made because:
2 a. Contrary to the statements that Countrywide’s underwriting
3 standards were “primarily intended to evaluate the value and adequacy of
4 the mortgaged property as collateral for the proposed mortgage loan” and to
5 evaluate “the borrower’s credit standing and repayment ability,”
6 Countrywide subordinated its underwriting standards to originating and
7 securitizing as many mortgage loans as it could so that it could garner fees
8 in the secondary mortgage market. As alleged herein, Countrywide
9 systematically ignored borrowers’ repayment ability and the value and
10 adequacy of mortgaged property used as collateral in issuing loans. Rather,
11 Countrywide designed its underwriting standards to ensure that it received
12 the highest possible fees for originating loans without regard to the actual
13 ability of its borrowers to repay the loan, or whether the mortgaged property
14 had sufficient value to collateralize the loan.
15 b. Contrary to the representation above that “After obtaining all
16 applicable employment, credit and property information, Countrywide
17 Home Loans uses a debt-to-income ratio to assist in determining whether the
18 prospective borrower has sufficient monthly income available to support the
19 payments of principal and interest on the mortgage loan in addition to other
20 monthly credit obligations,” Countrywide’s underwriting included the
21 following practices, described supra at V, that disregarded a borrowers’
22 ability to pay by:
24 applications to qualify for mortgage loans under
Countrywide’s underwriting standards, including
25
directing applicants to no-documentation loan programs
26 when their income was insufficient to qualify for full
documentation loan programs;
27
28 • Steering borrowers to more expensive loans that
exceeded their borrowing capacity;
afford by suggesting NINA and SISA loans when they
2 could not qualify for full documentation loans based on
4 • Approving borrowers based on “teaser rates” for loans

despite knowing that the borrower would not be able to
5
afford the “fully indexed rate” when the adjustable rate
6 adjusted;
7 • Allowing non-qualifying borrowers to be approved for
8 loans under exceptions to Countrywide’s underwriting
standards based on so-called “compensating factors”
9 without requiring documentation for such compensating
10 factors;
11 • Incentivizing its employees to approve borrowers under
12 exceptions to Countrywide’s underwriting policies; and
13 • Systematically overriding flags identified by the CLUES

system that were meant to weed out non-qualifying loans
14
and, despite the flags, approving such loans.
15
16 c. Contrary to the statement that “Exceptions to the applicable
17 originator’s underwriting guidelines will be made when compensating
18 factors are present” and that those factors included “the borrower’s
19 employment stability, favorable credit history, equity in the related property,
20 and the nature of the underlying first mortgage loan,” Countrywide adopted
21 procedures to incentivize its employees to approve exceptions to loans
22 regardless of whether any compensating factors were present.
23 168. Each Registration Statement issued by CWALT, CWABS, CWMBS
24 and CWHEQ contained the following statement regarding Countrywide’s
25 assessment of a prospective borrower:
26
Once all applicable employment, credit and property
27 information is received, a determination generally is
28 made as to whether the prospective borrower has
sufficient monthly income available to meet monthly
1 housing expenses and other financial obligations and
monthly living expenses and to meet the borrower’s
2 monthly obligations on the proposed mortgage loan
3 (generally determined on the basis of the monthly
payments due in the year of origination) and other
4 expenses related to the mortgaged property such as
5 property taxes and hazard insurance). The underwriting
standards applied by sellers, particularly with respect to
6 the level of loan documentation and the mortgagor’s
7 income and credit history, may be varied in appropriate
cases where factors as low Loan-to-Value Ratios or
8 other favorable credit factors exist.
9
See Appendix Exhibit J.
10
169. Each Registration Statement issued by CWALT, CWABS, CWMBS
11
and CWHEQ contained the following statement regarding Countrywide’s review
12
of information provided by a prospective borrower:
13
14 Under the Stated Income/Stated Asset Documentation
15 Program, the mortgage loan application is reviewed to
determine that the stated income is reasonable for the
16
borrower’s employment and that the stated assets are
17 consistent with the borrower’s income.
18
See Appendix Exhibit K.
19
170. According to the Registration Statements and Prospectus Supplements
20
issued by CWALT, Countrywide originated loans pursuant to a Preferred
21
Processing Program, pursuant to which documentation requirements were waived
22
for those applicants with favorable credit histories and higher FICO scores.
23
24 Under Countrywide Home Loans’ underwriting
25 guidelines, borrowers possessing higher FICO Credit
Scores, which indicate a more favorable credit history,
26 and who give Countrywide Home Loans the right to
27 obtain the tax returns they filed for the preceding two
years may be eligible for Countrywide Home Loans’
28 processing program (the “Preferred Processing

1 Program”). ….Countrywide Home Loans may waive
some documentation requirements for mortgage loans
2 originated under the Preferred Processing Program.
3 See Appendix Exhibit L; see also Exhibit M.
4 171. Furthermore, under its CWALT Registration Statement, Countrywide
5 also offered four programs where less than full borrower documentation of income,
6 assets and employment were required, however, in all instances credit scores had
7 to be obtained and any deficiencies or derogations fully explained to the loan
8 officers and, except for the Streamlined Documentation Program which had limited
9 application, independent appraisals of the mortgage properties obtained – with all
10 appraisals conforming to Fannie Mae and Freddie Mac standards:
11
12 A prospective borrower may be eligible for a loan
approval process that limits or eliminates Countrywide
13 Home Loans’ standard disclosure or verification
14 requirements or both. Countrywide Home Loans offers
the following documentation programs as alternatives to
15 its Full Documentation Program: an Alternative
16 Documentation Loan Program (the “Alternative
Documentation Program”), a Reduced Documentation
17 Loan Program (the “Reduced Documentation Program”),
18 a CLUES Plus Documentation Loan Program (the
“CLUES Plus Documentation Program”), a No
19 Income/No Asset Documentation Loan Program (the “No
20 Income/No Asset Documentation Program”), a Stated
Income/Stated Asset Documentation Loan Program (the
21 “Stated Income/Stated Asset Documentation Program”)
22 and a Streamlined Documentation Loan Program (the
“Streamlined Documentation Program”).
23
For all mortgage loans originated or acquired by
24
Countrywide Home Loans, Countrywide Home Loan
25 obtains a credit report relating to the applicant from a
credit reporting company. The credit report typically
26
contains information relating to such matters as credit
27 history with local and national merchants and lenders,
installment debt payments and any record of defaults,
28
bankruptcy, dispossession, suits or judgments. All
1 adverse information in the credit report is required to be
explained by the prospective borrower to the satisfaction
2 of the lending officer.
3 Except with respect to mortgage loans originated
4 pursuant to its Streamlined Documentation Program,
Countrywide Home Loans obtains appraisals from
5 independent appraisers or appraisal services for
6 properties that are to secure mortgage loans. The
appraisers inspect and appraise the proposed mortgaged
7 property and verify that the property is in acceptable
8 condition. Following each appraisal, the appraiser
prepares a report which includes a market data analysis
9
based on recent sales of comparable homes in the area
10 and, when deemed appropriate, a replacement cost
analysis based on the current cost of constructing a
11
similar home. All appraisals are required to conform to
12 Fannie Mae or Freddie Mac appraisal standards then
in effect.
13
See Appendix Exhibit N; see also Exhibit O.
14
172. In addition, the Offering Documents for the CWALT Offerings stated
15
that the Alternative Documentation Program required, in addition to FICO scores
16
and standard appraisals, W-2 forms instead of tax returns for two years and bank
17
statements instead of deposits and employment verification:
18
19
The Alternative Documentation Program permits a
20 borrower to provide W-2 forms instead of tax returns
covering the most recent two years, permits bank
21
statements in lieu of verification of deposits and permits
22 alternative methods of employment verification.
23 See Appendix Exhibit P; see also Exhibit Q.
24 173. The Reduced Documentation Program, according to the CWALT
25 Offering Documents, was only applied where maximum LTV was equal to or less
26 than 75% including secondary financing as follows:
27
Under the Reduced Documentation Program, some
28
underwriting documentation concerning income,
1 employment and asset verification is waived.
Countrywide Home Loans obtains from a prospective
2 borrower either a verification of deposit or bank
3 statements for the two-month period immediately before
the date of the mortgage loan application or verbal
4 verification of employment. Since information relating to
5 a prospective borrower’s income and employment is not
verified, the borrower’s debt-to-income ratios are
6 calculated based on the information provided by the
7 borrower in the mortgage loan application. The
maximum Loan-to-Value Ratio, including secondary
8 financing, ranges up to 75%.
9 See Appendix Exhibit R; see also Exhibit S.
10 174. Furthermore, the CLUES Plus program also had a 75% LTV limit but
11 required borrower bank statements and excluded cash out refinancing:
12
13 The CLUES Plus Documentation Program permits the
verification of employment by alternative means, if
14 necessary, including verbal verification of employment
15 or reviewing paycheck stubs covering the pay period
immediately prior to the date of the mortgage loan
16 application. To verify the borrower’s assets and the
17 sufficiency of the borrower’s funds for closing,
Countrywide Home Loans obtains deposit or bank
18 account statements from each prospective borrower for
19 the month immediately prior to the date of the mortgage
loan application. Under the CLUES Plus Documentation
20 Program, the maximum Loan-to-Value Ratio is 75% and
21 property values may be based on appraisals comprising
only interior and exterior inspections. Cash-out
22 refinances and investor properties are not permitted under
23 the CLUES Plus Documentation Program.
24 See Appendix Exhibit T; see also Exhibit U.
25 175. Finally, pursuant to the CWALT Offering Documents, the
26 Streamlined Documentation Program offered refinancing for non-delinquent
27 borrowers who had originated their loans with Countrywide, but this program was
28 limited:

1
2 The Streamlined Documentation Program is available for
borrowers who are refinancing an existing mortgage loan
3 that was originated or acquired by Countrywide Home
4 Loans provided that, among other things, the mortgage
loan has not been more than 30 days delinquent in
5 payment during the previous twelve-month period. Under
6 the Streamlined Documentation Program, appraisals are
obtained only if the loan amount of the loan being
7 refinanced had a Loan-to-Value Ratio at the time of
8 origination in excess of 80% or if the loan amount of the
new loan being originated is greater than $650,000. In
9 addition, under the Streamlined Documentation Program,
10 a credit report is obtained but only a limited credit review
is conducted, no income or asset verification is required,
11 and telephonic verification of employment is permitted.
12 The maximum Loan-to-Value Ratio under the
Streamlined Documentation Program ranges up to 95%.
13
See Appendix Exhibit V; see also Exhibit W.
14
176. These statements contained material misstatements and omissions of
15
fact when made because, contrary to its published statement that “a determination
16
generally is made as to whether the prospective borrower has sufficient monthly
17
income available to meet monthly housing expenses and other financial obligations
18
and monthly living expenses and to meet the borrower’s monthly obligations on
19
the proposed mortgage loan,” Countrywide implemented policies designed to
20
extend mortgages to borrowers regardless of whether they were able to meet their
21
obligations under the mortgage, described supra at V, such as:
22
24 applications to qualify for mortgage loans under
Countrywide’s underwriting standards, including
25 directing applicants to no-documentation loan programs
26 when their income was insufficient to qualify for full
documentation loan programs;
27
28 • Steering borrowers to more expensive loans that
exceeded their borrowing capacity;
afford by suggesting NINA and SISA loans when they
2 could not qualify for full documentation loans based on
4 • Approving borrowers based on “teaser rates” for loans

despite knowing that the borrower would not be able to
5
afford the “fully indexed-rate” when the adjustable rate
6 adjusted;
7 • Allowing non-qualifying borrowers to be approved for
8 loans under exceptions to Countrywide’s underwriting
standards based on so-called “compensating factors”
9 without requiring documentation for such compensating
10 factors;
11 • Incentivizing its employees to approve borrowers under
12 exceptions to Countrywide’s underwriting policies;
13 • Systematically overriding flags identified by the CLUES

system that were meant to weed out non-qualifying loans
14
and, despite the flags, approving such loans; and
15
• Failing to determine whether stated income or stated
16 assets were reasonable, failing to inform investors that
17 Countrywide employees used www.salary.com in order
to verify income and, often times, failing to check the
18 veracity of information that was provided and easily
19 verified (such as bank account balances).
20
177. Each Registration Statement and Prospectus Supplement issued by
21
CWALT and CWMBS contained the following language concerning the collateral
22
supporting each mortgage pooled in the Issuing Trusts and the appraisals by which
23
the collateral was valued:
24
25 Except with respect to mortgage loans originated
26 pursuant to its Streamlined Documentation Program,
Countrywide Home Loans obtains appraisals from
27 independent appraisers or appraisal services for
28 properties that are to secure mortgage loans. The
appraisers inspect and appraise the proposed mortgaged
1 property and verify that the property is in acceptable
condition. Following each appraisal, the appraiser
2 prepares a report which includes a market data analysis
3 based on recent sales of comparable homes in the area
and, when deemed appropriate, a replacement cost
4 analysis based on the current cost of constructing a
5 similar home. All appraisals are required to conform to
Fannie Mae or Freddie Mac appraisal standards then in
6 effect.
7
See Appendix Exhibit X; see also Exhibit Y.
8
178. Each Registration Statement and Prospectus Supplement issued by
9
CWABS and CWHEQ contained the following language concerning the collateral
10
supporting each mortgage pooled in the Issuing Trusts and the appraisals by which
11
the collateral was valued:
12
13 Countrywide Home Loans’ underwriting standards are
14 applied in accordance with applicable federal and state
laws and regulations and require an independent
15 appraisal of the mortgaged property prepared on a
16 Uniform Residential Appraisal Report (Form 1004) or
other appraisal form as applicable to the specific
17
mortgaged property type. Each appraisal includes a
18 market data analysis based on recent sales of comparable
homes in the area and, where deemed appropriate,
19
replacement cost analysis based on the current cost of
20 constructing a similar home and generally is required to
have been made not earlier than 180 days prior to the
21
date of origination of the mortgage loan.
22
23 See Appendix Exhibit Z; see also Exhibit AA.
24 179. In general, the Prospectus Supplements issued by CWHEQ contained
25 representations concerning the appraisals done with respect to home equity and
26 second mortgage liens. They stated with respect to home equity loans:
27
Full appraisals are generally performed on all home
28 equity loans. These appraisals are determined on the

1 basis of an applicable originator-approved, independent
third-party, fee-based appraisal completed on forms
2 approved by Fannie Mae or Freddie Mac. For certain
3 home equity loans that had at origination a credit limit
between $100,000 and $250,000, determined by the
4 FICO score of the borrower, a drive-by evaluation is
5 generally completed by a state-licensed, independent
third party, professional appraiser on forms approved by
6 either Fannie Mae or Freddie Mac. The drive-by
7 evaluation is an exterior examination of the premises by
the appraiser to determine that the property is in good
8 condition. The appraisal is based on various factors,
9 including the market value of comparable homes and the
cost of replacing the improvements, and generally must
10 have been made not earlier than 180 days before the date
11 of origination of the mortgage loan. For certain home
equity loans with credit limits between $100,000 and
12 $250,000, determined by the FICO score of the borrower,
13 the applicable originator may have the related mortgaged
property appraised electronically. The minimum and
14 maximum loan amounts for home equity loans are
15 generally $7,500 (or, if smaller, the state-allowed
maximum) and $1,000,000, respectively.
16
17 See Appendix Exhibit BB.
18 180. In addition, and sometimes in place of the language directly above,
19 with respect to closed-end second lien mortgage loans, the Prospectus Supplements
20 for the CWHEQ Offerings stated the following:
21
Full appraisals are generally performed on all closed-end
22
second lien mortgage loans that at origination had a loan
23 amount of more than $100,000. These appraisals are
determined on the basis of a sponsor-approved,
24
independent third-party, fee-based appraisal completed
25 on forms approved by Fannie Mae or Freddie Mac. For
certain closed-end second lien mortgage loans that had at
26
origination a loan amount between $100,000 and
27 $250,000, determined by the FICO score of the borrower,
a drive-by evaluation is generally completed by a state
28
licensed, independent third-party, professional appraiser
1 on forms approved by either Fannie Mae or Freddie Mac.
The drive-by evaluation is an exterior examination of the
2 premises by the appraiser to determine that the property
3 is in good condition. The appraisal is based on various
factors, including the market value of comparable homes
4 and the cost of replacing the improvements, and
5 generally must have been made not earlier than 180 days
before the date of origination of the mortgage loan. For
6 certain closed-end second lien mortgage loans with loan
7 amounts less than $250,000, determined by the FICO
score of the borrower, Countrywide Home Loans may
8 have the related mortgaged property appraised
9 electronically. The minimum and maximum loan
amounts for closed-end second lien mortgage loans are
10 generally $7,500 (or, if smaller, the state-allowed
11 maximum) and $1,000,000, respectively.
12 See Appendix Exhibit CC.

13 181. Finally, with respect to its CWALT Offerings, Countrywide also
14 offered expanded underwriting allowing for higher LTV and loan amounts though
15 loans would still be subject to certain standards:
16
17 Mortgage loans which are underwritten pursuant to the
Expanded Underwriting Guidelines may have higher
18
Loan-to-Value Ratios, higher loan amounts and different
19 documentation requirements than those associated with
the Standard Underwriting Guidelines. The Expanded
20
Underwriting Guidelines also permit higher debt-to
21 income ratios than mortgage loans underwritten pursuant
to the Standard Underwriting Guidelines.
22
23 Countrywide Home Loans’ Expanded Underwriting
Guidelines for conforming balance mortgage loans
24 generally allow Loan-to-Value Ratios at origination on
25 owner occupied properties of up to 100% on 1 unit
properties with principal balances up to $333,700
26 ($500,550 in Alaska and Hawaii) and 2 unit properties
27 with principal balances up to $427,150 ($640,725 in
Alaska and Hawaii) and up to 85% on 3 unit properties
28 with principal balances of up to $516,300 ($774,450 in
1 Alaska and Hawaii) and 4 unit properties with principal
balances of up to $641,650 ($962,475 in Alaska and
2 Hawaii). On second homes, Countrywide Home Loans’
3 Expanded Underwriting Guidelines for conforming
balance mortgage loans generally allow Loan-to-Value
4 Ratios at origination of up to 95% on 1 unit properties
5 with principal balances up to $333,700 ($500,550 in
Alaska and Hawaii). Countrywide Home Loans’
6 Expanded Underwriting Guidelines for conforming
7 balance mortgage loans generally allow Loan-to-Value
Ratios at origination on investment properties of up to
8 90% unit properties with principal balances up to
9 $333,700 ($500,550 in Alaska and Hawaii) and 2 unit
properties with principal balances up to $427,150
10 ($640,725 in Alaska and Hawaii) and up to 85% on 3
11 unit properties with principal balances of up to $516,300
($774,450 in Alaska and Hawaii) and 4 unit properties
12 with principal balances of up to $641,650 ($962,475 in
13 Alaska and Hawaii). Under its Expanded Underwriting
Guidelines, Countrywide Home Loans generally permits
14 a debt-to income ratio based on the borrower’s monthly
15 housing expenses of up to 36% and a debt-to-income
ratio based on the borrower’s total monthly debt of up to
16 40%; provided, however, that if the Loan-to-Value Ratio
17 exceeds 80%, the maximum permitted debt-to-income
ratios are 33% and 38%, respectively.
18
In connection with the Expanded Underwriting
19
Guidelines, Countrywide Home Loans originates or
20 acquires mortgage loans under the Full Documentation
Program, the Alternative Documentation Program, the
21
Reduced Documentation Loan Program, the No
22 Income/No Asset Documentation Program and the Stated
Income/Stated Asset Documentation Program. Neither
23
the No Income/No Asset Documentation Program nor the
24 Stated Income/Stated Asset Documentation Program is
25 available under the Standard Underwriting Guidelines.
The same documentation and verification requirements
26 apply to mortgage loans documented under the
27 Alternative Documentation Program regardless of
whether the loan has been underwritten under the
28 Expanded Underwriting Guidelines or the Standard
Underwriting Guidelines. However, under the Alternative
1 Documentation Program, mortgage loans that have been
underwritten pursuant to the Expanded Underwriting
2 Guidelines may have higher loan balances and Loan-to-
3 Value Ratios than those permitted under the Standard
Underwriting Guidelines
4
See Appendix Exhibit DD.
5
182. These statements contained material misstatements and omitted
6
necessary facts when made because they failed to disclose that the value and
7
adequacy of the mortgaged property was not appraised, on a consistent basis, using
8
“market data analysis based on recent sales of comparable homes in the area,
9
where deemed appropriate, replacement cost analysis based on the current costs of
10
constructing a similar home” or “on the basis of an applicable originator-approved,
11
independent third-party, fee-based appraisal completed on forms approved by
12
Fannie Mae or Freddie Mac.” Instead, as alleged herein, Countrywide
13
systematically inflated appraisals for properties used as collateral for mortgage
14
loans underlying the Issuing Trusts. These inflated appraisals did not conform to
15
the USPAP and were not market data analyses of comparable homes in the area or
16
analyses of the cost of construction of a comparable home.
17
183. Each Prospectus Supplement referenced and incorporated into each
18
Registration Statement described the LTV ratio of the mortgages pooled into the
19
Issuing Trusts. The LTV ratio of mortgages in the Issuing Trusts was described as
20
equal to: (1) the principal balance of the mortgage loan at the date of origination,
21
divided by (2) the collateral value of the related mortgaged property, where the
22
“collateral value” was the lesser of either the appraised value based on an appraisal
23
made for Countrywide by an independent fee appraiser at the time of the
24
origination of the related mortgage loan, or the sales price of the mortgaged
25
property at the time of origination. Each Prospectus Supplement then provided an
26
average LTV ratio of the mortgage loans included in the Issuing Trusts and a
27
disclosure concerning the maximum LTV ratio of mortgage loans included in the
28
Issuing Trusts. See Appendix Exhibit EE.
1 184. The statements concerning the average LTV ratio of mortgages
2 included in the Issuing Trusts and the maximum LTV ratio of mortgages included
3 in the Issuing Trusts were materially misstated when made because these ratios
4 were based on incorrect and/or inflated appraisal values assigned to the collateral
5 supporting the mortgage loans pooled into each Issuing Trust. For example, as
6 explained above, the appraisals of the properties underlying the mortgage loans
7 were inaccurate and inflated. Furthermore, stated sales prices of properties
8 underlying the mortgage loans did not accurately reflect the true values of the
9 properties. These inflated appraisals and misleading sales prices were used to
10 calculate the LTV ratios listed in the Prospectus Supplements. Incorporating an
11 inflated appraisal into the LTV ratio calculation will result in a lower LTV ratio for
12 a given loan. For instance, as described above, if a borrower seeks to borrow
13 $90,000 to purchase a house worth $100,000, the LTV ratio is $90,000/$100,000
14 or 90%. If, however, the appraised value of the house is artificially increased to
15 $120,000, the LTV ratio drops to just 75% ($90,000/$120,000). Due to the
16 inflated appraisals, the LTV ratios listed in the Prospectus Supplements were
17 artificially low, making it appear that the loans underlying the trusts had greater
18 collateral and thus were less risky than they actually were.
19 185. The Offering Documents also stated that exceptions to underwriting
20 standards could be granted if the borrower’s loan application reflected
21 “compensating factors” including “loan-to-value ratio.” As detailed above,
22 however, the LTV ratios were deflated and inaccurate; therefore the use of this
23 metric as a “compensating factor” further violated the stated underwriting
24 standards. These statements in the Offering Documents related to Countrywide’s
25 underwriting standards contained material misstatements and omissions because,
26 as described herein, Countrywide: (1) systematically disregarded its stated
27 underwriting standards and regularly made exceptions to its underwriting
28 guidelines in the absence of sufficient compensating factors. Despite assurances

1 that certain loans were limited to borrowers with excellent credit histories,
2 Countrywide routinely extended these loans to borrowers with weak credit
3 histories; and (2) largely disregarded appraisal standards and did not prepare
4 appraisals in conformity with Fannie Mae or Freddie Mac appraisal standards.
5
VII. CLASS ACTION ALLEGATIONS
6
7 186. Plaintiffs bring this action as a class action pursuant to Federal Rules
8 of Civil Procedure Rule 23(a) and (b)(3), individually, and on behalf of a class
9 consisting of all persons or entities who purchased or otherwise acquired beneficial
10 interests in the Certificates identified herein issued pursuant and/or traceable to the
11 Offering Documents defined above (the “Class”) and were damaged thereby.
12 187. This action is properly maintainable as a class action for the following
13 reasons:
14 188. The Class is so numerous that joinder of all members is impracticable.
15 While the exact number of Class members is unknown to Plaintiffs at this time and
16 can only be ascertained through discovery, Plaintiffs believe that there are
17 thousands of members of the proposed Class, who may be identified from records
18 maintained by the Issuing Defendants and/or may be notified of this action using
19 the form of notice customarily used in securities class actions.
20 189. Plaintiffs are committed to prosecuting this action and have retained
21 competent counsel experienced in litigation of this nature. Plaintiffs’ claims are
22 typical of the claims of the other members of the Class and Plaintiffs have the same
23 interests as the other members of the Class. Accordingly, Plaintiffs are adequately
24 representatives of the Class and will fairly and adequately protect the interests of
25 the Class.
26 190. The prosecution of separate actions by individual members of the
27 Class would create the risk of inconsistent or varying adjudications with respect to
28 individual members of the Class, which would establish incompatible standards of

1 conduct for Defendants, or adjudications with respect to individual members of the
2 Class which would, as a practical matter, be dispositive of the interests of the other
3 members not parties to the adjudications or substantially impair or impede their
4 ability to protect their interests.
5 191. A class action is superior to all other methods for a fair and efficient
6 adjudication of this controversy. There will be no difficulty in the management of
7 this action as a class action. Furthermore, the expense and burden of individual
8 litigation make it impossible for members of the Class to individually redress the
9 wrongs done to them.
10 192. There are questions of law and fact which are common to the Class
11 and which predominate over questions affecting any individual Class member.
12 The common questions include, inter alia, the following:
13 (a) whether Defendants violated the Securities Act;
14 (b) whether statements made by Defendants to the investing public in the
15 Registration Statements, Prospectuses and Prospectus Supplements both omitted
16 and misrepresented material facts about the underlying mortgages; and
17 (c) the extent and proper measure of the damages sustained by the
18 members of the Class.
19
VIII. STANDING
20
21 193. Plaintiffs have constitutional standing to advance the claims alleged
22 herein. As set forth in Plaintiffs’ certifications, Plaintiffs purchased Certificates
23 alleged to have been damaged by Defendants, and can assert a claim directly
24 against each Defendant. Accordingly, Plaintiffs have alleged concrete and
25 particularized invasions of legally protected interests for all of the claims alleged
26 under the Securities Act.
27
28

1 IX. CLAIMS
2 COUNT I
3 Violation of Section 11 of the Securities Act Against the Individual
Defendants, the Issuing Defendants, and the Underwriter Defendants
4
194. Plaintiffs repeat and reallege each and every allegation contained
5
above as if fully set forth herein only to the extent, however, that such allegations
6
do not allege fraud, scienter or the intent of the Defendants to defraud Plaintiffs or
7
members of the Class. This Count is predicated upon Defendants’ strict liability
8
for material misstatements and omissions in the Registration Statements. This
9
Count is brought pursuant to Section 11 of the Securities Act, on behalf of the
10
Class, against the Individual Defendants, the Issuing Defendants, and the
11
Underwriter Defendants.
12
195. The Registration Statements for the Offerings were materially
13
inaccurate and misleading, contained untrue statements of material facts, omitted
14
to state other facts necessary to make the statements not misleading, and omitted to
15
state material facts required to be stated therein.
16
196. The Defendants named in this Count are strictly liable to Plaintiffs
17
and the Class for the misstatements and omissions.
18
197. The Individual Defendants signed the Registration Statements for the
19
Offerings on behalf of the Issuing Defendants.
20
198. Defendant CSC, an affiliate of CFC, acted as an underwriter in the
21
sale of the Issuing Trusts’ Certificates, and helped to draft and disseminate the
22
Offering Documents for the Certificates. Defendant CSC was an underwriter for
23
the Issuing Trusts as shown in Exhibit B. Defendant Bank of America is successor
24
in interest to CSC.
25
199. Defendant JPMSI acted as an underwriter in the sale of the Issuing
26
Trusts’ Certificates, and helped to draft and disseminate the Offering Documents
27
for the Certificates. Defendant JPMSI was an underwriter for the Issuing Trusts as
28
shown in Exhibit B.
1 200. Defendant Deutsche Bank acted as an underwriter in the sale of the
2 Issuing Trusts’ Certificates, and helped to draft and disseminate the Offering
3 Documents for the Certificates. Defendant Deutsche Bank was an underwriter for
4 the Issuing Trusts as shown in Exhibit B.
5 201. Defendant Bear Stearns acted as an underwriter in the sale of the
7 Documents for the Certificates. Defendant Bear Stearns was an underwriter for the
8 Issuing Trusts as shown in Exhibit B. Defendant JPMorgan is successor in interest
9 to Bear Stearns.
10 202. Defendant BOFAS acted as an underwriter in the sale of the Issuing
11 Trusts’ Certificates, and helped to draft and disseminate the Offering Documents
12 for the Certificates. Defendant BOFAS was an underwriter for the Issuing Trusts
13 as shown in Exhibit B.
14 203. Defendant UBS acted as an underwriter in the sale of the Issuing
16 for the Certificates. Defendant UBS was an underwriter for the Issuing Trusts as
17 shown in Exhibit B.
18 204. Defendant Morgan Stanley acted as an underwriter in the sale of the
20 Documents for the Certificates. Defendant Morgan Stanley was an underwriter for
22 205. Defendant Edward Jones acted as an underwriter in the sale of the
23 Issuing Trusts’ Certificates, and helped to disseminate the Offering Documents for
24 the Certificates. Defendant Edward Jones was an underwriter for the Issuing Trusts
26 206. Defendant Citigroup acted as an underwriter in the sale of the Issuing
28 for the Certificates. Defendant Citigroup was an underwriter for the Issuing Trusts

2 207. Defendant Goldman Sachs acted as an underwriter in the sale of the
4 Documents for the Certificates. Defendant Goldman Sachs was an underwriter for
6 208. Defendant Credit Suisse acted as an underwriter in the sale of the
8 Documents for the Certificates. Defendant Credit Suisse was an underwriter for the
9 Issuing Trusts as shown in Exhibit B.
10 209. Defendant RBS acted as an underwriter in the sale of the Issuing
12 for the Certificates. Defendant RBS was an underwriter for the Issuing Trusts as
14 210. Defendant Barclays acted as an underwriter in the sale of the Issuing
16 for the Certificates. Defendant Barclays was an underwriter for the Issuing Trusts
18 211. Defendant HSBC acted as an underwriter in the sale of the Issuing
20 for the Certificates. Defendant HSBC was an underwriter for the Issuing Trusts as
22 212. Defendant BNP acted as an underwriter in the sale of the Issuing
24 for the Certificates. Defendant BNP was an underwriter for the Issuing Trusts as
26 213. Defendant Merrill Lynch acted as an underwriter in the sale of the
28 Documents for the Certificates. Defendant Merrill Lynch was an underwriter for

1 the Issuing Trusts as shown in Exhibit B. Merrill Lynch is now a subsidiary of
2 Bank of America.
3 214. The Defendants named in this Count owed to Plaintiffs the duty to
4 make a reasonable and diligent investigation of the statements contained in the
5 Registration Statements at the time they became effective to ensure that such
6 statements were true and correct and that there was no omission of material facts
7 required to be stated in order to make the statements contained therein not
8 misleading. The Defendants knew, or in the exercise of reasonable care should
9 have known, of the material misstatements and omissions contained in or omitted
10 from the Registration Statements as set forth herein. As such, the Defendants are
11 liable to the Class.
12 215. None of the Defendants named in this Count made a reasonable
13 investigation or possessed reasonable grounds for the belief that the statements
14 contained in the Registration Statements were true or that there was no omission of
15 material facts necessary to make the statements made therein not misleading.
16 216. The Defendants named in this Count issued and disseminated, caused
17 to be issued and disseminated, and participated in the issuance and dissemination
18 of material misstatements to the investing public which were contained in the
19 Offering Documents, which misrepresented or failed to disclose, inter alia, the
20 facts set forth above.
21 217. By reason of the conduct herein alleged, each of the Defendants
22 named in this Count violated Section 11 of the Securities Act.
23 218. Plaintiffs acquired the Certificates pursuant and/or traceable to the
24 Registration Statements.
25 219. At the time they obtained their Certificates, Plaintiffs and members of
26 the Class did so without knowledge of the facts concerning the misstatements or
27 omissions alleged herein.
28 220. This claim is brought within one year after discovery of the untrue

1 statements and omissions in and from the Registration Statements which should
2 have been made through the exercise of reasonable diligence, and within three
3 years of the effective date of the Registration Statements.
4 221. Plaintiffs and the Class have sustained damages. The value of the
5 Certificates has declined substantially, subsequent to, and due to, the violations of
6 the Defendants named in this Count.
7 222. By virtue of the foregoing, Plaintiffs and the other members of the
8 Class are entitled to damages under Section 11, as measured by the provisions of
9 Section 11(e), jointly and severally from each of the Defendants named in this
10 Count.
11 COUNT II
12 Violation of Section 12(a)(2) of the Securities Act Against the
Issuing Defendants and the Underwriter Defendants
13
14 223. Plaintiffs repeat and reallege each and every allegation contained
15 above as if fully set forth herein.
16 224. This Count is brought pursuant to Section 12(a)(2) of the Securities
17 Act on behalf of the Class, against the Issuing Defendants and the Underwriter
18 Defendants.
19 225. The Issuing Defendants and the Underwriter Defendants promoted
20 and sold the Certificates pursuant to the defective Offering Documents. Plaintiffs
21 and members of the Class purchased Certificates from the Underwriter Defendants
22 in connection with the Offerings.
23 226. The Offering Documents contained untrue statements of material
24 facts, omitted to state other facts necessary to make the statements made not
25 misleading, and concealed and failed to disclose material facts.
26 227. The Issuing Defendants and the Underwriter Defendants owed to
27 Plaintiffs, who purchased the Certificates pursuant to the Offering Documents, the
28 duty to make a reasonable and diligent investigation of the statements contained in

1 the Offering Documents, to ensure that such statements were true and that there
2 was no omission to state a material fact required to be stated in order to make the
3 statements contained therein not misleading. The Issuing Defendants and
4 Underwriter Defendants knew of, or in the exercise of reasonable care should have
5 known of, the misstatements and omissions contained in the Offering Documents
6 as set forth above.
7 228. Plaintiffs and other members of the Class purchased or otherwise
8 acquired Certificates pursuant to and/or traceable to the defective Offering
9 Documents. Plaintiffs did not know, or in the exercise of reasonable diligence
10 could not have known, of the untruths and omissions contained in the Offering
11 Documents.
12 229. By reason of the conduct alleged herein, the Issuing Defendants and
13 the Underwriter Defendants violated Section 12(a)(2) of the Securities Act.
14 Accordingly, Plaintiffs and members of the Class who purchased the Certificates
15 pursuant to and/or traceable to the Offering Documents sustained material damages
16 in connection with their purchases of the Certificates. Plaintiffs and other
17 members of the Class who hold the Certificates issued pursuant to the Offering
18 Documents have the right to rescind and recover the consideration paid for their
19 Certificates, and hereby elect to rescind and tender their securities to the Issuing
20 Defendants and the Underwriter Defendants. Class members who have sold their
21 Certificates are entitled to rescissory damages.
22 230. This claim is brought within three years from the time that the
23 Certificates upon which this Count is brought were sold to the public, and within
24 one year from the time when Plaintiffs discovered or reasonably could have
25 discovered the facts upon which this action is based.
26
27
28

COUNT III
1
Violation of Section 15 of the Securities Act Against
2 the Countrywide Defendants, the Individual Defendants, and Sambol
3
231. Plaintiffs repeat and reallege each and every allegation contained
4
above as if fully set forth herein.
5
232. This count is asserted against CFC, CSC, CCM, CHL, Bank of
6
America, NB Holdings, the Individual Defendants, and Sambol and is based upon
7
Section 15 of the Securities Act.
8
233. Each of CFC, CSC, CCM, CHL, the Individual Defendants, and
9
Sambol by virtue of his, her or its control, ownership, offices, directorship, and
10
specific acts was, at the time of the wrongs alleged herein and as set forth herein, a
11
controlling person of the Issuing Defendants within the meaning of Section 15 of
12
the Securities Act. CFC, CSC, CCM, CHL, the Individual Defendants, and
13
Sambol had the power and influence and exercised the same to cause the Issuing
14
Defendants to engage in the acts described herein. Defendants Bank of America
15
and NB Holdings are successors in interest to CFC, CSC, CCM, and CHL.
16
234. CFC’s, CSC’s, CCM’s, CHL’s, the Individual Defendants’, and
17
Sambol’s control, ownership and position made them privy to and provided them
18
with knowledge of the material facts concealed from Plaintiffs and the Class.
19
235. By virtue of the conduct alleged herein, CFC, CSC, CCM, CHL, the
20
Individual Defendants, and Sambol are liable for the aforesaid wrongful conduct
21
and are liable to Plaintiffs and the Class for damages suffered as a result.
22
Defendants Bank of America and NB Holdings are liable for the same conduct as
23
successors in interest to CFC, CSC, CCM, and CHL.
24
25 X. RELIEF REQUESTED
26 WHEREFORE, Plaintiffs pray for relief and judgment, as follows:
27 (a) declaring this action properly maintainable as a class action and
28 certifying Plaintiffs as class representatives;
1 – and –
2 Joel P. Laitman
3 Daniel B. Rehns
COHEN MILSTEIN SELLERS
4 & TOLL PLLC
5 88 Pine Street, 14th Floor
New York, New York 10005
6 Telephone: (212) 838-7797
7 Facsimile: (212) 838-7745
8 Lead Counsel for the Class

9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28

COUNTRYWIDE MBS LITIGATION
APPENDIX TO CONSOLIDATED
CLASS ACTION COMPLAINT
853815.1 1
EXHIBIT A
CWMBS Offerings
Series Offering Amount Prospectus Date Depositor Registration Statement

CWALT 2006-43CB $874,833,833 December 28, 2006 CWALT, Inc. 333-110343
CWALT 2005-3CB $1,377,382,958 January 25, 2005 CWALT, Inc. 333-117949
CWALT 2005-J1 $862,291,563 January 26, 2005 CWALT, Inc. 333-117949
CWALT 2005-2 $259,145,100 January 27, 2005 CWALT, Inc. 333-117949
CWALT 2005-5R $152,265,968 January 27, 2005 CWALT, Inc. 333-117949
CWALT 2005-6CB $1,145,261,068 February 23, 2005 CWALT, Inc. 333-117949
CWALT 2005-4 $365,434,966 February 24, 2005 CWALT, Inc. 333-117949
CWALT 2005-J2 $633,547,212 February 24, 2005 CWALT, Inc. 333-117949
CWALT 2005-13CB $729,629,938 March 22, 2005 CWALT, Inc. 333-117949
CWALT 2005-10CB $1,132,559,959 March 28, 2005 CWALT, Inc. 333-117949
CWALT 2005-14 $1,223,957,100 March 28, 2005 CWALT, Inc. 333-117949
CWALT 2005-J3 $502,950,968 March 28, 2005 CWALT, Inc. 333-117949
CWALT 2005-J5 $311,458,678 April 22, 2005 CWALT, Inc. 333-123167
CWALT 2005-19CB $414,809,999 April 25, 2005 CWALT, Inc. 333-123167
CWALT 2005-16 $641,647,100 April 26, 2005 CWALT, Inc. 333-123167
CWALT 2005-22T1 $262,349,932 April 26, 2005 CWALT, Inc. 333-123167
CWALT 2005-11CB $1,145,181,103 April 27, 2005 CWALT, Inc. 333-123167
CWALT 2005-25T1 $292,299,470 May 23, 2005 CWALT, Inc. 333-123167
CWALT 2005-26CB $493,999,752 May 24, 2005 CWALT, Inc. 333-123167
CWALT 2005-29 $273,952,380 May 24, 2005 CWALT, Inc. 333-123167
CWALT 2005-20CB $1,137,170,938 May 25, 2005 CWALT, Inc. 333-123167
CWALT 2005-17 $1,145,690,100 May 26, 2005 CWALT, Inc. 333-123167
CWALT 2005-24 $1,425,304,100 May 26, 2005 CWALT, Inc. 333-123167
CWALT 2005-J4 $671,259,700 May 26, 2005 CWALT, Inc. 333-123167
CWALT 2005-33CB $539,993,529 June 23, 2005 CWALT, Inc. 333-123167
CWALT 2005-36 $769,213,100 June 23, 2005 CWALT, Inc. 333-123167
CWALT 2005-32T1 $354,959,907 June 24, 2005 CWALT, Inc. 333-123167
CWALT 2005-27 $1,524,298,100 June 28, 2005 CWALT, Inc. 333-123167
CWALT 2005-J7 $232,508,165 June 29, 2005 CWALT, Inc. 333-123167
CWALT 2005-J9 $262,193,019 July 25, 2005 CWALT, Inc. 333-123167
853815.1 1
CWALT 2005-69 $500,429,100 November 29, 2005 CWALT, Inc. 333-123167

CWALT 2005-34CB $416,789,991 July 25, 2005 CWALT, Inc. 333-125902
CWALT 2005-37T1 $344,113,666 July 26, 2005 CWALT, Inc. 333-125902
CWALT 2005-38 $1,817,402,100 July 27, 2005 CWALT, Inc. 333-125902
CWALT 2005-41 $773,858,100 July 28, 2005 CWALT, Inc. 333-125902
CWALT 2005-40CB $363,951,745 August 24, 2005 CWALT, Inc. 333-125902
CWALT 2005-43 $448,198,100 August 24, 2005 CWALT, Inc. 333-125902
CWALT 2005-45 $1,448,824,100 August 29, 2005 CWALT, Inc. 333-125902
CWALT 2005-46CB $1,146,008,499 August 29, 2005 CWALT, Inc. 333-125902
CWALT 2005-J10 $507,732,857 August 29, 2005 CWALT, Inc. 333-125902
CWALT 2005-48T1 $394,599,999 September 26, 2005 CWALT, Inc. 333-125902
CWALT 2005-52CB $519,749,910 September 26, 2005 CWALT, Inc. 333-125902
CWALT 2005-56 $2,494,019,100 September 28, 2005 CWALT, Inc. 333-125902
CWALT 2005-J11 $596,668,088 September 29, 2005 CWALT, Inc. 333-125902
CWALT 2005-60T1 $420,247,503 October 25, 2005 CWALT, Inc. 333-125902
CWALT 2005-63 $719,536,100 October 25, 2005 CWALT, Inc. 333-125902
CWALT 2005-J12 $604,102,100 October 26, 2005 CWALT, Inc. 333-125902
CWALT 2005-64CB $839,649,564 October 27, 2005 CWALT, Inc. 333-125902
CWALT 2005-62 $1,559,819,100 October 28, 2005 CWALT, Inc. 333-125902
CWALT 2005-75CB $414,233,182 November 18, 2005 CWALT, Inc. 333-125902
CWALT 2005-74T1 $365,544,950 November 22, 2005 CWALT, Inc. 333-125902
CWALT 2005-J14 $504,455,633 November 29, 2005 CWALT, Inc. 333-125902
CWALT 2005-IM1 $374,969,100 December 8, 2005 CWALT, Inc. 333-125902
853815.1 1 3
CWALT 2005-84 $941,530,100 December 21, 2005 CWALT, Inc. 333-125902

CWALT 2005-77T1 $1,050,079,829 December 23, 2005 CWALT, Inc. 333-125902
CWALT 2005-85CB $1,257,944,756 December 23, 2005 CWALT, Inc. 333-125902
CWALT 2005-AR1 $768,170,100 December 23, 2005 CWALT, Inc. 333-125902
CWALT 2005-80CB $1,256,585,157 December 27, 2005 CWALT, Inc. 333-125902
CWALT 2005-76 $1,776,305,100 December 28, 2005 CWALT, Inc. 333-125902
CWALT 2006-HY3 $249,703,100 January 22, 2006 CWALT, Inc. 333-125902
CWALT 2006-OA1 $1,038,779,100 January 24, 2006 CWALT, Inc. 333-125902
CWALT 2006-2CB $876,481,015 January 27, 2006 CWALT, Inc. 333-125902
CWALT 2006-OA2 $1,697,910,100 January 27, 2006 CWALT, Inc. 333-125902
CWMBS 2006-J1 $781,555,047 January 27, 2006 CWALT, Inc. 333-125902
CWALT 2006-4CB $683,680,636 February 23, 2006 CWALT, Inc. 333-125902
CWALT 2006-5T2 $370,765,076 February 23, 2006 CWALT, Inc. 333-125902
CWMBS 2006-8T1 $355,528,517 February 24, 2006 CWALT, Inc. 333-125902
CWALT 2006-OC2 $833,712,100 March 27, 2006 CWALT, Inc. 333-131630
CWALT 2006-HY10 $529,427,100 March 28, 2006 CWALT, Inc. 333-131630
CWALT 2006-J2 $245,087,019 March 28, 2006 CWALT, Inc. 333-131630
CWALT 2006-OA21 $1,292,642,100 March 28, 2006 CWALT, Inc. 333-131630
CWALT 2006-13T1 $493,728,887 March 29, 2006 CWALT, Inc. 333-131630
CWALT 2006-6CB $2,164,694,096 March 29, 2006 CWALT, Inc. 333-131630
CWALT 2006-OA9 $928,908,100 March 30, 2006 CWALT, Inc. 333-131630
CWALT 2006-OA6 $1,034,375,100 March 31, 2006 CWALT, Inc. 333-131630
CWALT 2006-HY11 $445,727,100 April 27, 2006 CWALT, Inc. 333-131630
CWALT 2006-J3 $253,461,322 April 27, 2006 CWALT, Inc. 333-131630
CWALT 2006-OC3 $671,248,100 April 27, 2006 CWALT, Inc. 333-131630
CWALT 2006-OA8 $606,092,100 April 28, 2006 CWALT, Inc. 333-131630
CWALT 2006-OA7 $1,177,528,100 May 16, 2006 CWALT, Inc. 333-131630
CWALT 2006-OC4 $569,225,100 May 25, 2006 CWALT, Inc. 333-131630
CWALT 2006-18CB $1,040,024,215 May 26, 2006 CWALT, Inc. 333-131630
CWALT 2006-22R $416,626,008 May 26, 2006 CWALT, Inc. 333-131630
CWALT 2006-OC1 $1,196,264,100 May 26, 2006 CWALT, Inc. 333-131630
853815.1 1 4

CWALT 2006-HY12 $791,111,100 June 27, 2006 CWALT, Inc. 333-131630
CWALT 2006-19CB $1,558,637,921 June 28, 2006 CWALT, Inc. 333-131630
CWALT 2006-OC5 $789,079,100 June 28, 2006 CWALT, Inc. 333-131630
CWALT 2006-OA10 $2,768,599,100 June 29, 2006 CWALT, Inc. 333-131630
CWALT 2006-OA11 $1,237,208,100 June 29, 2006 CWALT, Inc. 333-131630
CWALT 2006-J5 $421,364,240 July 27, 2006 CWALT, Inc. 333-131630
CWALT 2006-OA12 $984,619,100 July 27, 2006 CWALT, Inc. 333-131630
CWALT 2006-OC6 $625,543,100 July 28, 2006 CWALT, Inc. 333-131630
CWALT 2006-29T1 $785,759,998 August 29, 2006 CWALT, Inc. 333-131630
CWALT 2006-OA16 $1,336,380,100 August 29, 2006 CWALT, Inc. 333-131630
CWALT 2006-OC7 $582,249,100 August 29, 2006 CWALT, Inc. 333-131630
CWALT 2006-J6 $185,251,552 September 26, 2006 CWALT, Inc. 333-131630
CWALT 2006-34 $200,553,202 September 27, 2006 CWALT, Inc. 333-131630
CWALT 2006-OA17 $156,610,100 September 28, 2006 CWALT, Inc. 333-131630
CWALT 2006-OC8 $1,693,916,100 September 28, 2006 CWALT, Inc. 333-131630
CWALT 2006-OA14 $949,619,100 September 29, 2006 CWALT, Inc. 333-131630
CWALT 2006-36T2 $734,911,293 October 27, 2006 CWALT, Inc. 333-131630
CWALT 2006-37R $68,315,933 October 27, 2006 CWALT, Inc. 333-131630
CWALT 2006-OA18 $498,492,256 November 14, 2006 CWALT, Inc. 333-131630
CWALT 2006-OC9 $546,528,100 November 14, 2006 CWALT, Inc. 333-131630
CWALT 2006-40T1 $592,478,599 November 28, 2006 CWALT, Inc. 333-131630
CWALT 2006-41CB $1,135,112,855 November 29, 2006 CWALT, Inc. 333-131630
CWALT 2006-OA19 $1,199,267,100 November 29, 2006 CWALT, Inc. 333-131630
CWALT 2006-OC10 $805,404,100 November 29, 2006 CWALT, Inc. 333-131630
CWALT 2006-OA3 $753,195,100 December 8, 2006 CWALT, Inc. 333-131630
CWALT 2006-J8 $462,029,521 December 26, 2006 CWALT, Inc. 333-131630
CWALT 2006-45T1 $1,113,036,580 December 27, 2006 CWALT, Inc. 333-131630
CWALT 2006-OC11 $1,089,000,100 December 27, 2006 CWALT, Inc. 333-131630
CWALT 2006-HY13 $883,972,100 December 28, 2006 CWALT, Inc. 333-131630
853815.1 1 5
CWALT 2006-OA22 $380,943,100 December 28, 2006 CWALT, Inc. 333-131630

CWALT 2007-1T1 $493,715,524 January 29, 2007 CWALT, Inc. 333-131630
CWALT 2007-HY2 $508,705,100 January 29, 2007 CWALT, Inc. 333-131630
CWALT 2007-OA2 $666,176,100 February 14, 2007 CWALT, Inc. 333-131630
CWALT 2007-6 $366,513,427 February 26, 2007 CWALT, Inc. 333-131630
CWALT 2007-HY3 $989,260,100 February 27, 2007 CWALT, Inc. 333-131630
CWALT 2007-J1 $583,156,580 February 27, 2007 CWALT, Inc. 333-131630
CWALT 2007-OA3 $1,137,053,100 February 28, 2007 CWALT, Inc. 333-131630
CWALT 2007-HY5R $553,116,614 March 29, 2007 CWALT, Inc. 333-131630
CWALT 2007-26R $41,798,027 November 29, 2007 CWALT, Inc. 333-131630
CWALT 2007-13 $207,556,676 April 26, 2007 CWALT, Inc. 333-140962
CWALT 2007-OA6 $561,485,100 April 27, 2007 CWALT, Inc. 333-140962
CWALT 2007-14T2 $409,317,845 May 29, 2007 CWALT, Inc. 333-140962
CWALT 2007-OH1 $495,113,100 May 29, 2007 CWALT, Inc. 333-140962
CWALT 2007-HY4 $1,432,682,100 May 30, 2007 CWALT, Inc. 333-140962
CWALT 2007-AL1 $228,622,100 June 18, 2007 CWALT, Inc. 333-140962
CWALT 2007-16CB $1,615,596,399 June 28, 2007 CWALT, Inc. 333-140962
CWALT 2007-19 $1,166,488,020 June 28, 2007 CWALT, Inc. 333-140962
CWALT 2007-HY7C $1,022,825,100 June 28, 2007 CWALT, Inc. 333-140962
CWALT 2007-OA8 $666,706,100 June 28, 2007 CWALT, Inc. 333-140962
CWALT 2007-OH2 $984,602,100 June 28, 2007 CWALT, Inc. 333-140962
CWALT 2007-HY6 $869,708,100 June 29, 2007 CWALT, Inc. 333-140962
CWALT 2007-22 $791,348,018 July 27, 2007 CWALT, Inc. 333-140962
CWALT 2007-OH3 $579,826,100 July 27, 2007 CWALT, Inc. 333-140962
CWALT 2007-23CB $1,030,214,330 July 30, 2007 CWALT, Inc. 333-140962
CWALT 2007-HY8C $453,460,100 July 30, 2007 CWALT, Inc. 333-140962
853815.1 1 6

CWALT 2007-25 $660,495,859 September 27, 2007 CWALT, Inc. 333-140962
CWALT 2007-HY9 $34,861,100 September 27, 2007 CWALT, Inc. 333-140962
CWALT 2007-OA11 $495,597,100 October 29, 2007 CWALT, Inc. 333-140962
CWHEL 2005-D $2,000,000,000 August 26, 2005 CWHEQ, Inc. 333-126790
CWHEL 2005-E $2,000,000,000 August 26, 2005 CWHEQ, Inc. 333-126790
CWHEL 2005-F $2,706,750,000 September 27, 2005 CWHEQ, Inc. 333-126790
CWHEL 2005-G $1,771,875,000 September 28, 2005 CWHEQ, Inc. 333-126790
CWHEL 2005-H $1,771,875,000 September 28, 2005 CWHEQ, Inc. 333-126790
CWHEL 2005-I $2,000,000,000 December 22, 2005 CWHEQ, Inc. 333-126790
CWHEL 2005-J $1,500,000,000 December 23, 2005 CWHEQ, Inc. 333-126790
CWHEL 2005-L $400,000,000 December 23, 2005 CWHEQ, Inc. 333-126790
CWHEL 2005-K $1,000,000,000 December 27, 2005 CWHEQ, Inc. 333-126790
CWHEL 2005-M $2,000,000,000 December 27, 2005 CWHEQ, Inc. 333-126790
CWHEL 2006-A $800,000,000 February 24, 2006 CWHEQ, Inc. 333-126790
CWHEL 2006-B $1,150,000,000 March 28, 2006 CWHEQ, Inc. 333-126790
CWHEL 2006-C $1,850,000,000 March 28, 2006 CWHEQ, Inc. 333-126790
CWHEL 2006-D $1,850,000,000 March 29, 2006 CWHEQ, Inc. 333-126790
CWL 2006-S1 $860,000,100 March 29, 2006 CWHEQ, Inc. 333-126790
CWL 2006-S2 $1,050,000,100 March 29, 2006 CWHEQ, Inc. 333-126790
CWHEL 2006-E $1,500,000,000 June 28, 2006 CWHEQ, Inc. 333-126790
CWL 2006-S3 $1,000,000,100 June 26, 2006 CWHEQ, Inc. 333-132375
CWHEL 2006-F $1,620,000,000 June 29, 2006 CWHEQ, Inc. 333-132375
CWHEL 2006-G $1,000,000,000 August 29, 2006 CWHEQ, Inc. 333-132375
CWL 2006-S4 $1,000,000,100 September 7, 2006 CWHEQ, Inc. 333-132375
CWL 2006-S5 $900,000,100 September 26, 2006 CWHEQ, Inc. 333-132375
CWHEL 2006-H $1,000,000,000 September 28, 2006 CWHEQ, Inc. 333-132375
CWL 2006-S6 $1,100,000,100 September 28, 2006 CWHEQ, Inc. 333-132375
CWL 2006-S7 $994,500,100 November 29, 2006 CWHEQ, Inc. 333-132375
CWHEL 2006-I $2,100,000,000 December 27, 2006 CWHEQ, Inc. 333-132375
CWL 2006-S8 $1,000,000,100 December 27, 2006 CWHEQ, Inc. 333-132375
CWHEL 2007-A $1,200,000,000 January 30, 2007 CWHEQ, Inc. 333-132375
CWL 2007-S1 $1,600,000,100 February 27, 2007 CWHEQ, Inc. 333-132375
CWHEL 2007-B $950,000,000 March 28, 2007 CWHEQ, Inc. 333-132375
CWHEL 2007-C $950,000,000 March 29, 2007 CWHEQ, Inc. 333-132375
CWHEL 2007-D $900,000,000 May 30, 2007 CWHEQ, Inc. 333-139891
CWHEL 2007-E $900,000,000 May 30, 2007 CWHEQ, Inc. 333-139891
CWHEL 2007-G $566,952,000 August 14, 2007 CWHEQ, Inc. 333-139891
CWL 2005-BC3 $800,000,100 June 29, 2005 CWABS, Inc. 333-118926
CWL 2005-4 $2,826,900,100 June 14, 2005 CWABS, Inc. 333-125164
853815.1 1 7
CWL 2005-AB2 $1,000,000,100 June 16, 2005 CWABS, Inc. 333-125164

CWL 2005-5 $788,400,100 June 20, 2005 CWABS, Inc. 333-125164
CWL 2005-IM1 $897,285,100 August 23, 2005 CWABS, Inc. 333-125164
CWL 2005-8 $621,372,100 August 25, 2005 CWABS, Inc. 333-125164
CWL 2005-10 $695,001,100 September 15, 2005 CWABS, Inc. 333-125164
CWL 2005-AB3 $631,475,100 September 21, 2005 CWABS, Inc. 333-125164
CWL 2005-9 $1,281,150,100 September 22, 2005 CWABS, Inc. 333-125164
CWL 2005-BC4 $755,338,100 September 26, 2005 CWABS, Inc. 333-125164
CWL 2005-IM2 $715,077,100 October 26, 2005 CWABS, Inc. 333-125164
CWL 2005-13 $1,950,700,100 November 16, 2005 CWABS, Inc. 333-125164
CWL 2005-AB4 $1,592,000,100 November 23, 2005 CWABS, Inc. 333-125164
CWHL 2005-HYB9 $1,088,954,000 November 29, 2005 CWABS, Inc. 333-125164
CWL 2005-14 $2,032,800,100 December 16, 2005 CWABS, Inc. 333-125164
CWL 2005-IM3 $1,094,500,100 November 16, 2005 CWABS, Inc. 333-125164
CWL 2005-AB5 $695,800,100 December 23, 2005 CWABS, Inc. 333-125164
CWL 2005-BC5 $921,500,100 December 23, 2005 CWABS, Inc. 333-125164
CWL 2005-15 $362,200,100 December 28, 2005 CWABS, Inc. 333-125164
CWL 2006-IM1 $697,200,100 January 27, 2006 CWABS, Inc. 333-125164
CWL 2006-1 $756,643,100 February 8, 2006 CWABS, Inc. 333-125164
CWL 2006-2 $801,975,100 February 23, 2006 CWABS, Inc. 333-131591
CWL 2006-3 $1,361,500,100 February 23, 2006 CWABS, Inc. 333-131591
CWL 2006-4 $606,775,100 March 15, 2006 CWABS, Inc. 333-131591
CWL 2006-6 $1,762,200,100 March 27, 2006 CWABS, Inc. 333-131591
CWL 2006-BC1 $506,885,100 April 25, 2006 CWABS, Inc. 333-131591
CWL 2006-BC2 $629,525,100 May 26, 2006 CWABS, Inc. 333-131591
CWL 2006-SPS1 $230,875,100 June 26, 2006 CWABS, Inc. 333-131591
CWL 2006-ABC1 $396,600,100 June 27, 2006 CWABS, Inc. 333-131591
CWL 2006-BC3 $579,300,100 August 29, 2006 CWABS, Inc. 333-131591
CWL 2006-SPS2 $456,500,100 August 28, 2006 CWABS, Inc. 333-135846
853815.1 1 8

CWL 2006-BC4 $579,000,100 September 27, 2006 CWABS, Inc. 333-135846
CWL 2006-20 $976,000,100 November 7, 2006 CWABS, Inc. 333-135846
CWL 2006-BC5 $729,003,100 December 28, 2006 CWABS, Inc. 333-135846
CWL 2007-BC1 $467,750,100 February 27, 2007 CWABS, Inc. 333-135846
CWL 2007-5 $1,150,000,100 March 29, 2007 CWABS, Inc. 333-135846
CWL 2007-BC2 $615,875,100 April 26, 2007 CWABS, Inc. 333-140960
CWL 2007-7 $1,070,850,100 May 3, 2007 CWABS, Inc. 333-140960
CWL 2007-8 $1,264,900,100 May 30, 2007 CWABS, Inc. 333-140960
CWL 2007-BC3 $551,418,100 June 28, 2007 CWABS, Inc. 333-140960
CWL 2007-12 $2,800,000 August 13, 2007 CWABS, Inc. 333-140960
CWL 2007-13 $735,600,100 October 29, 2007 CWABS, Inc. 333-140960
CWHL 2005-HY10 $1,010,798,100 December 27, 2005 CWMBS, Inc. 333-100418
CWHL 2005-HYB4 $791,873,100 June 15, 2005 CWMBS, Inc. 333-121249
CWHL 2005-15 $412,924,044 June 20, 2005 CWMBS, Inc. 333-121249
CWHL 2005-J2 $806,148,679 June 29, 2005 CWMBS, Inc. 333-121249
CWHL 2005-17 $629,201,708 July 25, 2005 CWMBS, Inc. 333-125963
CWHL 2005-HYB5 $791,278,100 July 27, 2005 CWMBS, Inc. 333-125963
CWHLS 2005-J3 $381,311,999 July 27, 2005 CWMBS, Inc. 333-125963
CWHL 2005-19 $398,521,241 August 1, 2005 CWMBS, Inc. 333-125963
CWHL 2005-HYB6 $991,562,100 August 26, 2005 CWMBS, Inc. 333-125963
853815.1 1 9
CWHL 2005-23 $313,630,166 September 26, 2005 CWMBS, Inc. 333-125963

CWHL 2005-24 $1,036,789,285 September 27, 2005 CWMBS, Inc. 333-125963
CWHL 2005-HYB7 $1,017,720,100 September 27, 2005 CWMBS, Inc. 333-125963
CWHLS 2005-J4 $200,059,714 October 26, 2005 CWMBS, Inc. 333-125963
CWHL 2005-HYB8 $593,432,100 October 27, 2005 CWMBS, Inc. 333-125963
CWHL 2005-30 $514,555,415 November 22, 2005 CWMBS, Inc. 333-125963
CWHL 2005-31 $620,690,100 December 22, 2005 CWMBS, Inc. 333-125963
CWHL 2006-1 $373,367,486 January 26, 2006 CWMBS, Inc. 333-125963
CWHL 2006-HYB1 $1,154,098,100 January 27, 2006 CWMBS, Inc. 333-125963
CWHL 2006-J1 $406,869,042 January 27, 2006 CWMBS, Inc. 333-125963
CWHL 2006-3 $1,052,797,100 January 30, 2006 CWMBS, Inc. 333-125963
CWHL 2006-6 $481,822,327 February 23, 2006 CWMBS, Inc. 333-125963
CWHL 2006-HYB2 $653,891,100 February 23, 2006 CWMBS, Inc. 333-125963
CWHL 2006-J2 $174,124,645 February 23, 2006 CWMBS, Inc. 333-125963
CWHL 2006-OA4 $774,076,100 February 24, 2006 CWMBS, Inc. 333-125963
CWHL 2006-OA5 $1,364,317,100 February 28, 2006 CWMBS, Inc. 333-125963
CWHL 2006-TM1 $902,091,850 March 16, 2006 CWMBS, Inc. 333-131662
CWHL 2006-9 $415,909,999 March 28, 2006 CWMBS, Inc. 333-131662
CWHL 2006-11 $626,849,839 April 24, 2006 CWMBS, Inc. 333-131662
CWHL 2006-HYB3 $966,897,100 April 26, 2006 CWMBS, Inc. 333-131662
CWHL 2006-12 $652,719,878 May 22, 2006 CWMBS, Inc. 333-131662
CWHL 2006-J3 $216,167,679 May 25, 2006 CWMBS, Inc. 333-131662
CWHL 2006-HYB4 $443,360,100 May 26, 2006 CWMBS, Inc. 333-131662
CWHL 2006-HYB5 $526,000,100 July 27, 2006 CWMBS, Inc. 333-125963
CWHL 2006-J4 $371,980,842 July 27, 2006 CWMBS, Inc. 333-131662
CWHL 2006-17 $518,379,893 October 27, 2006 CWMBS, Inc. 333-131662
CWHL 2006-19 $1,241,757,925 November 28, 2006 CWMBS, Inc. 333-131662
CWHL 2006-20 $1,035,793,979 December 27, 2006 CWMBS, Inc. 333-131662
CWHL 2006-21 $1,016,881,735 December 27, 2006 CWMBS, Inc. 333-131662
CWHL 2007-1 $746,249,967 January 29, 2007 CWMBS, Inc. 333-131662
CWHL 2007-HYB1 $623,894,100 January 29, 2007 CWMBS, Inc. 333-131662
CWHL 2007-J1 $309,676,683 January 29, 2007 CWMBS, Inc. 333-131662
CWHL 2007-3 $1,141,241,764 February 26, 2007 CWMBS, Inc. 333-131662
CWHL 2007-HY1 $394,190,100 February 27, 2007 CWMBS, Inc. 333-131662
CWHL 2007-HYB2 $620,703,100 March 29, 2007 CWMBS, Inc. 333-131662
853815.1 1 10

CWHL 2007-4 $1,058,011,000 August 29, 2007 CWMBS, Inc. 333-131662
CWHL 2007-HY3 $579,898,100 April 27, 2007 CWMBS, Inc. 333-140958
CWHL 2007-21 $778,228,036 December 27, 2007 CWMBS, Inc. 333-140958
CWHL 2007-J2 $441,278,672 May 29, 2007 CWMBS, Inc. 333-140958
CWHL 2007-J3 $223,874,843 June 28, 2007 CWMBS, Inc. 333-140958
CWHL 2007-15 $1,031,170,625 July 27, 2007 CWMBS, Inc. 333-140958
CWHL 2007-HY5 $360,740,100 July 30, 2007 CWMBS, Inc. 333-140958
CWHL 2007-20 $297,592,472 November 28, 2007 CWMBS, Inc. 333-140958
CWHL 2007-HY4 $613,573,100 September 27, 2007 CWMBS, Inc. 333-140958
CWHL 2007-HY6 $1,201,511,100 September 27, 2007 CWMBS, Inc. 333-140958
CWHL 2007-HY7 $551,019,100 October 29, 2007 CWMBS, Inc. 333-140958
853815.1 1 11
EXHIBIT B
Offerings - Underwriters
Registration
Series Prospectus Date Depositor Underwriter(s)
Statement
Countrywide Securities Deutsche Bank
CWALT 2006-43CB December 28, 2006 CWALT, Inc. 333-110343 UBS Securities LLC
Corp. Securities, Inc.
Countrywide Securities RBS Greenwich
CWALT 2005-3CB January 25, 2005 CWALT, Inc. 333-117949
Corp. Capital
Countrywide Securities
CWALT 2005-J1 January 26, 2005 CWALT, Inc. 333-117949
Corp.
Deutsche Bank J.P. Morgan Securities, Credit Suisse First
Securities, Inc. Inc. Boston LLC
CWALT 2005-2 January 27, 2005 CWALT, Inc. 333-117949 UBS Securities LLC
Deutsche Bank
CWALT 2005-5R January 27, 2005 CWALT, Inc. 333-117949
Securities, Inc.
RBS Greenwich
CWALT 2005-6CB February 23, 2005 CWALT, Inc. 333-117949
Capital
Bear, Stearns & Co.,
CWALT 2005-4 February 24, 2005 CWALT, Inc. 333-117949
Inc.
CWALT 2005-J2 February 24, 2005 CWALT, Inc. 333-117949
Corp.
Countrywide Securities Bear, Stearns & Co., Edward D. Jones &
CWALT 2005-13CB March 22, 2005 CWALT, Inc. 333-117949
Corp. Inc. Co., LP
Countrywide Securities J.P. Morgan Securities,
Corp. Inc.
Deutsche Bank J.P. Morgan Securities,
CWALT 2005-10CB March 28, 2005 CWALT, Inc. 333-117949 UBS Securities LLC
Securities, Inc. Inc.
Banc of America
CWALT 2005-14 March 28, 2005 CWALT, Inc. 333-117949
Securities LLC
CWALT 2005-J3 March 28, 2005 CWALT, Inc. 333-117949
Corp.
CWALT 2005-J5 April 22, 2005 CWALT, Inc. 333-123167
Corp.
Bear, Stearns & Co., Edward D. Jones &
CWALT 2005-19CB April 25, 2005 CWALT, Inc. 333-123167 Morgan Stanley Inc.
Inc. Co., LP
CWALT 2005-16 April 26, 2005 CWALT, Inc. 333-123167 UBS Securities LLC
CWALT 2005-21CB April 26, 2005 CWALT, Inc. 333-123167 Morgan Stanley Inc.
Corp.
Citigroup Global
CWALT 2005-22T1 April 26, 2005 CWALT, Inc. 333-123167 Goldman Sachs
Markets
Countrywide Securities Credit Suisse First
CWALT 2005-23CB April 26, 2005 CWALT, Inc. 333-123167
Corp. Boston LLC
Countrywide Securities Citigroup Global
CWALT 2005-25T1 May 23, 2005 CWALT, Inc. 333-123167
Corp. Markets
CWALT 2005-26CB May 24, 2005 CWALT, Inc. 333-123167
Corp. Capital
CWALT 2005-29 May 24, 2005 CWALT, Inc. 333-123167 UBS Securities LLC
Inc.
853815.1 1
Registration
Statement

CWALT 2005-20CB May 25, 2005 CWALT, Inc. 333-123167 Lehman Brothers Inc.
CWALT 2005-17 May 26, 2005 CWALT, Inc. 333-123167 UBS Securities LLC
CWALT 2005-24 May 26, 2005 CWALT, Inc. 333-123167
Corp.
CWALT 2005-J4 May 26, 2005 CWALT, Inc. 333-123167
Corp.
Corp.
CWALT 2005-33CB June 23, 2005 CWALT, Inc. 333-123167
Corp.
CWALT 2005-36 June 23, 2005 CWALT, Inc. 333-123167
Corp.
Countrywide Securities Bear, Stearns & Co.,
CWALT 2005-32T1 June 24, 2005 CWALT, Inc. 333-123167
Corp. Inc.
Corp. Boston LLC
Deutsche Bank
Securities, Inc.
CWALT 2005-27 June 28, 2005 CWALT, Inc. 333-123167 UBS Securities LLC
CWALT 2005-J7 June 29, 2005 CWALT, Inc. 333-123167
Corp.
Corp.
CWALT 2005-J9 July 25, 2005 CWALT, Inc. 333-123167
Corp.
Deutsche Bank
CWALT 2005-69 November 29, 2005 CWALT, Inc. 333-123167
Securities, Inc.
Countrywide Securities Deutsche Bank Edward D. Jones &
CWALT 2005-34CB July 25, 2005 CWALT, Inc. 333-125902
Corp. Securities, Inc. Co., L.P
CWALT 2005-37T1 July 26, 2005 CWALT, Inc. 333-125902 Morgan Stanley Inc.
Corp.
CWALT 2005-35CB July 27, 2005 CWALT, Inc. 333-125902 UBS Securities LLC
Corp.
Deutsche Bank
CWALT 2005-38 July 27, 2005 CWALT, Inc. 333-125902
Securities, Inc.
CWALT 2005-41 July 28, 2005 CWALT, Inc. 333-125902
Corp.
CWALT 2005-40CB August 24, 2005 CWALT, Inc. 333-125902
Corp.
CWALT 2005-43 August 24, 2005 CWALT, Inc. 333-125902 UBS Securities LLC
CWALT 2005-47CB August 25, 2005 CWALT, Inc. 333-125902 Morgan Stanley Inc.
Corp.
Corp. Markets
CWALT 2005-44 August 29, 2005 CWALT, Inc. 333-125902
Corp.
CWALT 2005-45 August 29, 2005 CWALT, Inc. 333-125902
Corp.
Bear, Stearns & Co., J.P. Morgan Securities,
Inc. Inc.
CWALT 2005-J10 August 29, 2005 CWALT, Inc. 333-125902
Corp.
853815.1 1 13
Registration
Statement
Deutsche Bank
CWALT 2005-48T1 September 26, 2005 CWALT, Inc. 333-125902 Lehman Brothers Inc.
Securities, Inc.
Countrywide Securities Deutsche Bank Edward D. Jones &
CWALT 2005-52CB September 26, 2005 CWALT, Inc. 333-125902
Corp. Securities, Inc. Co., L.P
RBS Greenwich
Capital
CWALT 2005-50CB September 27, 2005 CWALT, Inc. 333-125902 Morgan Stanley Inc.
Corp.
Corp. Boston LLC
CWALT 2005-53T2 September 28, 2005 CWALT, Inc. 333-125902
Inc.
Bear, Stearns & Co., J.P. Morgan Securities,
Inc. Inc.
Deutsche Bank
CWALT 2005-56 September 28, 2005 CWALT, Inc. 333-125902
Securities, Inc.
Corp.
Corp.
CWALT 2005-J11 September 29, 2005 CWALT, Inc. 333-125902
Corp.
Deutsche Bank
CWALT 2005-60T1 October 25, 2005 CWALT, Inc. 333-125902
Securities, Inc.
CWALT 2005-63 October 25, 2005 CWALT, Inc. 333-125902 UBS Securities LLC
CWALT 2005-61 October 26, 2005 CWALT, Inc. 333-125902 UBS Securities LLC
CWALT 2005-J12 October 26, 2005 CWALT, Inc. 333-125902
Corp.
Corp.
CWALT 2005-58 October 27, 2005 CWALT, Inc. 333-125902
Corp.
CWALT 2005-64CB October 27, 2005 CWALT, Inc. 333-125902
Corp. Inc.
CWALT 2005-57CB October 28, 2005 CWALT, Inc. 333-125902
Corp. Inc.
Deutsche Bank
CWALT 2005-62 October 28, 2005 CWALT, Inc. 333-125902
Securities, Inc.
CWALT 2005-75CB November 18, 2005 CWALT, Inc. 333-125902 Morgan Stanley Inc.
Corp.
Deutsche Bank
CWALT 2005-71 November 21, 2005 CWALT, Inc. 333-125902
Securities, Inc.
CWALT 2005-74T1 November 22, 2005 CWALT, Inc. 333-125902 UBS Securities LLC Morgan Stanley Inc.
Citigroup Global RBS Greenwich
CWALT 2005-70CB November 23, 2005 CWALT, Inc. 333-125902
Markets Capital
Bear, Stearns & Co., RBS Greenwich
Inc. Capital
CWALT 2005-72 November 29, 2005 CWALT, Inc. 333-125902 UBS Securities LLC
CWALT 2005-J14 November 29, 2005 CWALT, Inc. 333-125902
Corp.
CWALT 2005-IM1 December 8, 2005 CWALT, Inc. 333-125902
Corp.
853815.1 1 14
Registration
Statement
CWALT 2005-67CB December 19, 2005 CWALT, Inc. 333-125902 Lehman Brothers Inc.
Corp.
Citigroup Global
CWALT 2005-79CB December 19, 2005 CWALT, Inc. 333-125902 Morgan Stanley Inc.
Markets
Deutsche Bank
CWALT 2005-84 December 21, 2005 CWALT, Inc. 333-125902
Securities, Inc.
CWALT 2005-77T1 December 23, 2005 CWALT, Inc. 333-125902 Lehman Brothers Inc.
Inc.
Corp.
CWALT 2005-85CB December 23, 2005 CWALT, Inc. 333-125902 Lehman Brothers Inc.
CWALT 2005-AR1 December 23, 2005 CWALT, Inc. 333-125902
Corp.
CWALT 2005-80CB December 27, 2005 CWALT, Inc. 333-125902
Corp. Capital
CWALT 2005-81 December 27, 2005 CWALT, Inc. 333-125902 Goldman Sachs
CWALT 2005-86CB December 27, 2005 CWALT, Inc. 333-125902 Morgan Stanley Inc.
Corp.
Deutsche Bank
Securities, Inc.
CWALT 2005-83CB December 28, 2005 CWALT, Inc. 333-125902
Corp.
Deutsche Bank
CWALT 2006-HY3 January 22, 2006 CWALT, Inc. 333-125902
Securities, Inc.
CWALT 2006-OA1 January 24, 2006 CWALT, Inc. 333-125902
Corp.
Corp.
CWALT 2006-OA2 January 27, 2006 CWALT, Inc. 333-125902
Corp.
CWMBS 2006-J1 January 27, 2006 CWALT, Inc. 333-125902
Corp.
RBS Greenwich
CWALT 2006-4CB February 23, 2006 CWALT, Inc. 333-125902 UBS Securities LLC
Capital
Countrywide Securities Banc of America
CWALT 2006-5T2 February 23, 2006 CWALT, Inc. 333-125902
Corp. Securities LLC
CWMBS 2006-8T1 February 24, 2006 CWALT, Inc. 333-125902
Corp. Capital
J.P. Morgan Securities,
CWALT 2006-12CB January 27, 2006 CWALT, Inc. 333-131630 UBS Securities LLC
Inc.
CWALT 2006-OC2 March 27, 2006 CWALT, Inc. 333-131630
Corp.
Deutsche Bank
CWALT 2006-HY10 March 28, 2006 CWALT, Inc. 333-131630
Securities, Inc.
CWALT 2006-J2 March 28, 2006 CWALT, Inc. 333-131630
Corp.
CWALT 2006-OA21 March 28, 2006 CWALT, Inc. 333-131630
Corp.
Banc of America Deutsche Bank
CWALT 2006-13T1 March 29, 2006 CWALT, Inc. 333-131630
Securities LLC Securities, Inc.
Credit Suisse First J.P. Morgan Securities,
Boston LLC Inc.
853815.1 1 15
Registration
Statement
Bear, Stearns & Co., Credit Suisse First

Inc. Boston LLC
Corp.
Corp.
RBS Greenwich
CWALT 2006-15CB April 24, 2006 CWALT, Inc. 333-131630 Lehman Brothers Inc.
Capital
Credit Suisse First Banc of America
CWALT 2006-17T1 April 25, 2006 CWALT, Inc. 333-131630
Boston LLC Securities LLC
Corp. Inc.
Deutsche Bank
CWALT 2006-HY11 April 27, 2006 CWALT, Inc. 333-131630
Securities, Inc.
CWALT 2006-J3 April 27, 2006 CWALT, Inc. 333-131630
Corp.
CWALT 2006-OC3 April 27, 2006 CWALT, Inc. 333-131630
Corp.
CWALT 2006-OA8 April 28, 2006 CWALT, Inc. 333-131630 UBS Securities LLC
CWALT 2006-OA7 May 16, 2006 CWALT, Inc. 333-131630 UBS Securities LLC
CWALT 2006-20CB May 25, 2006 CWALT, Inc. 333-131630 Morgan Stanley Inc.
Corp.
CWALT 2006-OC4 May 25, 2006 CWALT, Inc. 333-131630
Corp.
Citigroup Global Banc of America
Markets Securities LLC
RBS Greenwich
CWALT 2006-22R May 26, 2006 CWALT, Inc. 333-131630
Capital
CWALT 2006-OC1 May 26, 2006 CWALT, Inc. 333-131630
Corp.
CWALT 2006-23CB June 27, 2006 CWALT, Inc. 333-131630 UBS Securities LLC
Corp.
Deutsche Bank
CWALT 2006-HY12 June 27, 2006 CWALT, Inc. 333-131630
Securities, Inc.
CWALT 2006-24CB June 28, 2006 CWALT, Inc. 333-131630 Morgan Stanley Inc.
Inc.
CWALT 2006-OC5 June 28, 2006 CWALT, Inc. 333-131630
Corp.
Corp.
CWALT 2006-OA10 June 29, 2006 CWALT, Inc. 333-131630 UBS Securities, LLC
CWALT 2006-OA11 June 29, 2006 CWALT, Inc. 333-131630
Corp.
Banc of America
Securities LLC
CWALT 2006-J5 July 27, 2006 CWALT, Inc. 333-131630
Corp.
853815.1 1 16
Registration
Statement
CWALT 2006-OA12 July 27, 2006 CWALT, Inc. 333-131630
Corp.
CWALT 2006-OC6 July 28, 2006 CWALT, Inc. 333-131630
Corp.
Corp.
Citigroup Global
Markets
Banc of America
CWALT 2006-29T1 August 29, 2006 CWALT, Inc. 333-131630 Barclays Capital Inc.
Securities LLC
CWALT 2006-OA16 August 29, 2006 CWALT, Inc. 333-131630
Corp.
CWALT 2006-OC7 August 29, 2006 CWALT, Inc. 333-131630
Corp.
CWALT 2006-32CB September 26, 2006 CWALT, Inc. 333-131630 Morgan Stanley Inc.
CWALT 2006-J6 September 26, 2006 CWALT, Inc. 333-131630
Corp.
CWALT 2006-30T1 September 27, 2006 CWALT, Inc. 333-131630
Corp. Capital
Deutsche Bank
CWALT 2006-31CB September 27, 2006 CWALT, Inc. 333-131630 Merrill Lynch, Inc.
Securities, Inc.
Corp.
Corp. Markets
CWALT 2006-OA17 September 28, 2006 CWALT, Inc. 333-131630
Corp.
CWALT 2006-OC8 September 28, 2006 CWALT, Inc. 333-131630
Corp.
Banc of America
CWALT 2006-OA14 September 29, 2006 CWALT, Inc. 333-131630
Securities LLC
Citigroup Global
CWALT 2006-35CB October 26, 2006 CWALT, Inc. 333-131630 Morgan Stanley Inc.
Markets
CWALT 2006-36T2 October 27, 2006 CWALT, Inc. 333-131630
Corp. Inc.
CWALT 2006-37R October 27, 2006 CWALT, Inc. 333-131630 UBS Securities LLC
Corp.
CWALT 2006-OA18 November 14, 2006 CWALT, Inc. 333-131630
Corp.
CWALT 2006-OC9 November 14, 2006 CWALT, Inc. 333-131630
Corp.
CWALT 2006-42 November 27, 2006 CWALT, Inc. 333-131630 Barclays Capital Inc.
Corp.
Countrywide Securities HSBC Securities
CWALT 2006-40T1 November 28, 2006 CWALT, Inc. 333-131630
Corp. (USA) Inc.
Deutsche Bank Banc of America
Securities, Inc. Securities LLC
Corp. Boston LLC
CWALT 2006-OA19 November 29, 2006 CWALT, Inc. 333-131630
Corp.
CWALT 2006-OC10 November 29, 2006 CWALT, Inc. 333-131630
Corp.
CWALT 2006-OA3 December 8, 2006 CWALT, Inc. 333-131630 UBS Securities LLC
853815.1 1 17
Registration
Statement
CWALT 2006-J8 December 26, 2006 CWALT, Inc. 333-131630
Corp.
Banc of America
CWALT 2006-45T1 December 27, 2006 CWALT, Inc. 333-131630 Morgan Stanley Inc.
Securities LLC
CWALT 2006-46 December 27, 2006 CWALT, Inc. 333-131630 Barclays Capital Inc. Lehman Brothers Inc.
CWALT 2006-OC11 December 27, 2006 CWALT, Inc. 333-131630
Corp.
CWALT 2006-HY13 December 28, 2006 CWALT, Inc. 333-131630 UBS Securities LLC
CWALT 2006-OA22 December 28, 2006 CWALT, Inc. 333-131630
Corp.
CWALT 2007-1T1 January 29, 2007 CWALT, Inc. 333-131630
Corp.
CWALT 2007-HY2 January 29, 2007 CWALT, Inc. 333-131630
Corp.
CWALT 2007-OA2 February 14, 2007 CWALT, Inc. 333-131630 UBS Securities LLC
CWALT 2007-3T1 February 26, 2007 CWALT, Inc. 333-131630 UBS Securities LLC Morgan Stanley Inc.
Corp.
Corp. Markets
CWALT 2007-6 February 26, 2007 CWALT, Inc. 333-131630
Corp. Markets
HSBC Securities
CWALT 2007-7T2 February 26, 2007 CWALT, Inc. 333-131630 Lehman Brothers Inc.
(USA) Inc.
Deutsche Bank
CWALT 2007-HY3 February 27, 2007 CWALT, Inc. 333-131630
Securities, Inc.
CWALT 2007-J1 February 27, 2007 CWALT, Inc. 333-131630
Corp.
Banc of America
CWALT 2007-OA3 February 28, 2007 CWALT, Inc. 333-131630
Securities LLC
J.P. Morgan Securities,
Inc.
Deutsche Bank
Securities, Inc.
CWALT 2007-OA4 March 28, 2007 CWALT, Inc. 333-131630 Goldman Sachs & Co.
HSBC Securities
CWALT 2007-11T1 March 29, 2007 CWALT, Inc. 333-131630 UBS Securities LLC
(USA) Inc.
Countrywide Securities Deutsche Bank Banc of America
Corp. Securities, Inc. Securities LLC
CWALT 2007- Deutsche Bank
March 29, 2007 CWALT, Inc. 333-131630
HY5R Securities, Inc.
Corp.
Corp.
Deutsche Bank
CWALT 2007-26R November 29, 2007 CWALT, Inc. 333-131630
Securities, Inc.
CWALT 2007-13 April 26, 2007 CWALT, Inc. 333-140962
CWALT 2007-12T1 April 27, 2007 CWALT, Inc. 333-140962
Corp.
Credit Suisse First
CWALT 2007-OA6 April 27, 2007 CWALT, Inc. 333-140962
Boston LLC
853815.1 1 18
Registration
Statement

CWALT 2007-14T2 May 29, 2007 CWALT, Inc. 333-140962
Corp. Boston LLC
Corp.
CWALT 2007-OH1 May 29, 2007 CWALT, Inc. 333-140962
Corp.
Corp. Boston LLC
CWALT 2007-HY4 May 30, 2007 CWALT, Inc. 333-140962
Inc.
CWALT 2007-AL1 June 18, 2007 CWALT, Inc. 333-140962
Corp.
RBS Greenwich
CWALT 2007-20 June 27, 2007 CWALT, Inc. 333-140962 UBS Securities LLC
Capital
Deutsche Bank Banc of America
Securities, Inc. Securities LLC
Credit Suisse First
CWALT 2007-17CB June 28, 2007 CWALT, Inc. 333-140962 Morgan Stanley Inc.
Boston LLC
Corp. Boston LLC
Credit Suisse First Deutsche Bank
Boston LLC Securities, Inc.
June 28, 2007 CWALT, Inc. 333-140962
HY7C Securities, Inc.
Banc of America
CWALT 2007-OA8 June 28, 2007 CWALT, Inc. 333-140962
Securities LLC
CWALT 2007-OH2 June 28, 2007 CWALT, Inc. 333-140962
Corp.
Banc of America
CWALT 2007-HY6 June 29, 2007 CWALT, Inc. 333-140962
Securities LLC
Deutsche Bank
Securities, Inc.
CWALT 2007-22 July 27, 2007 CWALT, Inc. 333-140962 UBS Securities LLC
Corp.
CWALT 2007-OH3 July 27, 2007 CWALT, Inc. 333-140962
Corp.
Inc.
July 30, 2007 CWALT, Inc. 333-140962
HY8C Securities, Inc.
Banc of America
Securities LLC
CWALT 2007-24 August 29, 2007 CWALT, Inc. 333-140962 UBS Securities LLC
Corp.
Deutsche Bank
CWALT 2007-HY9 September 27, 2007 CWALT, Inc. 333-140962
Securities, Inc.
CWALT 2007-OA11 October 29, 2007 CWALT, Inc. 333-140962
Corp.
CWHEL 2005-D August 26, 2005 CWHEQ, Inc. 333-126790
Corp.
CWHEL 2005-E August 26, 2005 CWHEQ, Inc. 333-126790
Corp.
CWHEL 2005-F September 27, 2005 CWHEQ, Inc. 333-126790
Corp.
853815.1 1 19
Registration
Statement
CWHEL 2005-G September 28, 2005 CWHEQ, Inc. 333-126790
Corp.
CWHEL 2005-H September 28, 2005 CWHEQ, Inc. 333-126790
Corp.
CWHEL 2005-I December 22, 2005 CWHEQ, Inc. 333-126790
Corp.
CWHEL 2005-J December 23, 2005 CWHEQ, Inc. 333-126790
Corp.
CWHEL 2005-L December 23, 2005 CWHEQ, Inc. 333-126790
Corp.
CWHEL 2005-K December 27, 2005 CWHEQ, Inc. 333-126790
Corp.
CWHEL 2005-M December 27, 2005 CWHEQ, Inc. 333-126790 Lehman Brothers Inc.
Corp. (USA) Inc.
CWHEL 2006-A February 24, 2006 CWHEQ, Inc. 333-126790
Corp.
CWHEL 2006-B March 28, 2006 CWHEQ, Inc. 333-126790
Corp.
CWHEL 2006-C March 28, 2006 CWHEQ, Inc. 333-126790
Corp.
CWHEL 2006-D March 29, 2006 CWHEQ, Inc. 333-126790
Corp.
CWL 2006-S1 March 29, 2006 CWHEQ, Inc. 333-126790 Lehman Brothers Inc.
Corp. Inc.
Countrywide Securities BNP Paribas Securities J.P. Morgan Securities,
CWL 2006-S2 March 29, 2006 CWHEQ, Inc. 333-126790
Corp. Corp. Inc.
CWHEL 2006-E June 28, 2006 CWHEQ, Inc. 333-126790
Corp.
CWL 2006-S3 June 26, 2006 CWHEQ, Inc. 333-132375 Goldman Sachs & Co.
Corp. (USA) Inc.
CWHEL 2006-F June 29, 2006 CWHEQ, Inc. 333-132375
Corp.
CWHEL 2006-G August 29, 2006 CWHEQ, Inc. 333-132375
Corp.
Countrywide Securities Bear, Stearns & Co., Credit Suisse First
CWL 2006-S4 September 7, 2006 CWHEQ, Inc. 333-132375
Corp. Inc. Boston LLC
Countrywide Securities Bear, Stearns & Co., BNP Paribas Securities
Corp. Inc. Corp.
CWHEL 2006-H September 28, 2006 CWHEQ, Inc. 333-132375
Corp.
Corp. Inc.
CWL 2006-S7 November 29, 2006 CWHEQ, Inc. 333-132375 Merrill Lynch, Inc.
Corp. Capital
CWHEL 2006-I December 27, 2006 CWHEQ, Inc. 333-132375
Corp.
CWL 2006-S8 December 27, 2006 CWHEQ, Inc. 333-132375
Corp. Capital
Corp. Capital
Corp. Capital
CWHEL 2007-A January 30, 2007 CWHEQ, Inc. 333-132375
Corp.
CWL 2007-S1 February 27, 2007 CWHEQ, Inc. 333-132375
Corp. Capital
CWHEL 2007-B March 28, 2007 CWHEQ, Inc. 333-132375
Corp.
853815.1 1 20
Registration
Statement
CWHEL 2007-C March 29, 2007 CWHEQ, Inc. 333-132375
Corp.
Corp. Capital
Corp. Capital
CWHEL 2007-D May 30, 2007 CWHEQ, Inc. 333-139891
Corp.
CWHEL 2007-E May 30, 2007 CWHEQ, Inc. 333-139891
Corp.
CWHEL 2007-G August 14, 2007 CWHEQ, Inc. 333-139891
Corp.
CWL 2005-BC3 June 29, 2005 CWABS, Inc. 333-118926
Corp.
CWL 2005-4 June 14, 2005 CWABS, Inc. 333-125164 Merrill Lynch, Inc.
Corp. Inc.
Countrywide Securities Bear, Stearns & Co., Credit Suisse First
CWL 2005-AB2 June 16, 2005 CWABS, Inc. 333-125164
Corp. Inc. Boston LLC
Countrywide Securities Bear, Stearns & Co., Banc of America
CWL 2005-5 June 20, 2005 CWABS, Inc. 333-125164
Corp. Inc. Securities LLC
Countrywide Securities Bear, Stearns & Co., J.P. Morgan Securities,
Corp. Inc. Inc.
Countrywide Securities Bear, Stearns & Co., RBS Greenwich
Corp. Inc. Capital
CWL 2005-IM1 August 23, 2005 CWABS, Inc. 333-125164
Corp.
CWL 2005-8 August 25, 2005 CWABS, Inc. 333-125164 Lehman Brothers Inc.
Corp.
Countrywide Securities Deutsche Bank J.P. Morgan Securities,
CWL 2005-10 September 15, 2005 CWABS, Inc. 333-125164
Corp. Securities, Inc. Inc.
CWL 2005-AB3 September 21, 2005 CWABS, Inc. 333-125164 Barclays Capital Inc.
CWL 2005-9 September 22, 2005 CWABS, Inc. 333-125164 Merrill Lynch, Inc.
Corp. Capital
CWL 2005-11 September 23, 2005 CWABS, Inc. 333-125164 Morgan Stanley
Corp. Capital
CWL 2005-BC4 September 26, 2005 CWABS, Inc. 333-125164
Corp.
Countrywide Securities Deutsche Bank RBS Greenwich
Corp. Securities, Inc. Capital
CWL 2005-IM2 October 26, 2005 CWABS, Inc. 333-125164
Corp.
CWL 2005-13 November 16, 2005 CWABS, Inc. 333-125164 Barclays Capital Inc.
Countrywide Securities Deutsche Bank J.P. Morgan Securities,
CWL 2005-AB4 November 23, 2005 CWABS, Inc. 333-125164
Corp. Securities, Inc. Inc.
CWHL 2005-HYB9 November 29, 2005 CWABS, Inc. 333-125164
Corp.
Countrywide Securities Bear, Stearns & Co., RBS Greenwich
CWL 2005-14 December 16, 2005 CWABS, Inc. 333-125164
Corp. Inc. Capital
CWL 2005-IM3 November 16, 2005 CWABS, Inc. 333-125164
Corp.
Corp. Capital
Countrywide Securities BNP Paribas Securities RBS Greenwich
Corp. Corp. Capital
CWL 2005-AB5 December 23, 2005 CWABS, Inc. 333-125164
Corp. Capital
853815.1 1 21
Registration
Statement

CWL 2005-BC5 December 23, 2005 CWABS, Inc. 333-125164
Corp. Capital
Corp. Capital
CWL 2006-IM1 January 27, 2006 CWABS, Inc. 333-125164
Corp.
CWL 2006-1 February 8, 2006 CWABS, Inc. 333-125164 Lehman Brothers Inc.
Corp.
Countrywide Securities Banc of America J.P. Morgan Securities,
CWL 2006-2 February 23, 2006 CWABS, Inc. 333-131591
Corp. Securities LLC Inc.
CWL 2006-3 February 23, 2006 CWABS, Inc. 333-131591 Barclays Capital Inc.
CWL 2006-4 March 15, 2006 CWABS, Inc. 333-131591 Lehman Brothers Inc.
Corp. Inc.
CWL 2006-5 March 24, 2006 CWABS, Inc. 333-131591 Lehman Brothers Inc.
Corp. Inc.
CWL 2006-6 March 27, 2006 CWABS, Inc. 333-131591
Corp.
CWL 2006-BC1 April 25, 2006 CWABS, Inc. 333-131591
Corp.
CWL 2006-BC2 May 26, 2006 CWABS, Inc. 333-131591
Corp.
Corp.
Corp.
Credit Suisse First Deutsche Bank
CWL 2006-SPS1 June 26, 2006 CWABS, Inc. 333-131591
Boston LLC Securities, Inc.
CWL 2006-13 June 27, 2006 CWABS, Inc. 333-131591 Lehman Brothers Inc.
Corp. Inc.
CWL 2006-ABC1 June 27, 2006 CWABS, Inc. 333-131591
Corp.
CWL 2006-11 June 28, 2006 CWABS, Inc. 333-131591 Barclays Capital Inc. UBS Securities LLC
Corp.
Corp.
Countrywide Securities BNP Paribas Securities
Corp. Corp.
Corp.
CWL 2006-BC3 August 29, 2006 CWABS, Inc. 333-131591
Corp.
CWL 2006-SPS2 August 28, 2006 CWABS, Inc. 333-135846 Merrill Lynch, Inc.
Corp. Boston LLC
Countrywide Securities Deutsche Bank HSBC Securities
Corp. Securities, Inc. (USA) Inc.
CWL 2006-17 September 22, 2006 CWABS, Inc. 333-135846 Lehman Brothers Inc.
Corp.
Corp.
Countrywide Securities Bear, Stearns & Co., Deutsche Bank
Corp. Inc. Securities, Inc.
CWL 2006-BC4 September 27, 2006 CWABS, Inc. 333-135846
Corp.
Corp. Inc.
853815.1 1 22
Registration
Statement
Countrywide Securities Bear, Stearns & Co., HSBC Securities

CWL 2006-20 November 7, 2006 CWABS, Inc. 333-135846
Corp. Inc. (USA) Inc.
Countrywide Securities J.P. Morgan Securities, RBS Greenwich
CWL 2006-21 November 29, 2006 CWABS, Inc. 333-135846
Corp. Inc. Capital
CWL 2006-22 November 29, 2006 CWABS, Inc. 333-135846 Barclays Capital Inc.
Corp. Capital
Countrywide Securities J.P. Morgan Securities, RBS Greenwich
Corp. Inc. Capital
Corp. Capital
Corp. Capital
Corp. Capital
CWL 2006-BC5 December 28, 2006 CWABS, Inc. 333-135846
Corp.
Corp.
Corp. Capital
CWL 2007-BC1 February 27, 2007 CWABS, Inc. 333-135846
Corp.
Corp. Capital
Corp. Capital
Corp. Capital
Corp. Capital
CWL 2007-BC2 April 26, 2007 CWABS, Inc. 333-140960
Corp.
CWL 2007-7 May 3, 2007 CWABS, Inc. 333-140960
Corp. Capital
CWL 2007-8 May 30, 2007 CWABS, Inc. 333-140960 Lehman Brothers Inc.
Corp. Capital
Corp. Capital
CWL 2007-10 June 28, 2007 CWABS, Inc. 333-140960 Barclays Capital Inc.
CWL 2007-11 June 28, 2007 CWABS, Inc. 333-140960 Merrill Lynch, Inc.
Corp. (USA) Inc.
CWL 2007-BC3 June 28, 2007 CWABS, Inc. 333-140960
Corp.
CWL 2007-12 August 13, 2007 CWABS, Inc. 333-140960
Corp.
CWL 2007-13 October 29, 2007 CWABS, Inc. 333-140960
Corp.
CWHL 2005-HY10 December 27, 2005 CWMBS, Inc. 333-100418
Corp.
CWHL 2005-HYB4 June 15, 2005 CWMBS, Inc. 333-121249
Corp.
Countrywide Securities Edward D. Jones &
CWHL 2005-15 June 20, 2005 CWMBS, Inc. 333-121249
Corp.
Morgan Stanley Inc.
Co., L.P
CWHL 2005-J2 June 29, 2005 CWMBS, Inc. 333-121249
Corp.
CWHL 2005-17 July 25, 2005 CWMBS, Inc. 333-125963
Corp.
UBS Securities LLC
853815.1 1 23
Registration
Statement
CWHL 2005-16 July 26, 2005 CWMBS, Inc. 333-125963 Goldman Sachs & Co. Lehman Brothers Inc.
CWHL 2005-HYB5 July 27, 2005 CWMBS, Inc. 333-125963
Corp.
CWHLS 2005-J3 July 27, 2005 CWMBS, Inc. 333-125963
Corp.
CWHL 2005-19 August 1, 2005 CWMBS, Inc. 333-125963
Inc.
Corp.
Goldman Sachs & Co.
Corp.
UBS Securities LLC
RBS Greenwich
Capital
UBS Securities LLC
CWHL 2005-HYB6 August 26, 2005 CWMBS, Inc. 333-125963
Corp.
Corp. Boston LLC
Corp.
UBS Securities LLC
CWHL 2005-23 September 26, 2005 CWMBS, Inc. 333-125963
Corp. Markets
CWHL 2005-22 September 27, 2005 CWMBS, Inc. 333-125963 UBS Securities LLC
Countrywide Securities Edward D. Jones &
CWHL 2005-24 September 27, 2005 CWMBS, Inc. 333-125963 Goldman Sachs & Co.
Corp. Co., L.P
CWHL 2005-25 September 27, 2005 CWMBS, Inc. 333-125963 UBS Securities LLC
Corp.
CWHL 2005-26 September 27, 2005 CWMBS, Inc. 333-125963
Inc.
CWHL 2005-HYB7 September 27, 2005 CWMBS, Inc. 333-125963
Corp.
CWHLS 2005-J4 October 26, 2005 CWMBS, Inc. 333-125963
Corp.
CWHL 2005-HYB8 October 27, 2005 CWMBS, Inc. 333-125963
Corp.
CWHL 2005-30 November 22, 2005 CWMBS, Inc. 333-125963 UBS Securities LLC
Corp.
CWHL 2005-31 December 22, 2005 CWMBS, Inc. 333-125963 Goldman Sachs & Co.
RBS Greenwich
CWHL 2006-1 January 26, 2006 CWMBS, Inc. 333-125963 Lehman Brothers Inc.
Capital
CWHL 2006-HYB1 January 27, 2006 CWMBS, Inc. 333-125963
Corp.
CWHL 2006-J1 January 27, 2006 CWMBS, Inc. 333-125963
Corp.
CWHL 2006-3 January 30, 2006 CWMBS, Inc. 333-125963 UBS Securities LLC
CWHL 2006-6 February 23, 2006 CWMBS, Inc. 333-125963
Corp. Capital
CWHL 2006-HYB2 February 23, 2006 CWMBS, Inc. 333-125963
Corp.
CWHL 2006-J2 February 23, 2006 CWMBS, Inc. 333-125963
Corp.
Deutsche Bank
CWHL 2006-OA4 February 24, 2006 CWMBS, Inc. 333-125963
Securities, Inc.
853815.1 1 24
Registration
Statement
CWHL 2006-OA5 February 28, 2006 CWMBS, Inc. 333-125963 UBS Securities LLC
CWHL 2006-TM1 March 16, 2006 CWMBS, Inc. 333-131662
Corp.
CWHL 2006-9 March 28, 2006 CWMBS, Inc. 333-131662
Corp.
Barclays Capital Inc.
Bear, Stearns & Co., Banc of America
Inc. Securities LLC
Credit Suisse First Banc of America
Boston LLC Securities LLC
CWHL 2006-11 April 24, 2006 CWMBS, Inc. 333-131662
Corp. Boston LLC
CWHL 2006-HYB3 April 26, 2006 CWMBS, Inc. 333-131662
Corp.
CWHL 2006-12 May 22, 2006 CWMBS, Inc. 333-131662
Corp.
CWHL 2006-J3 May 25, 2006 CWMBS, Inc. 333-131662
Corp.
CWHL 2006-HYB4 May 26, 2006 CWMBS, Inc. 333-131662
Corp.
Credit Suisse First
Boston LLC
Morgan Stanley Inc.
CWHL 2006-HYB5 July 27, 2006 CWMBS, Inc. 333-125963
Corp.
CWHL 2006-J4 July 27, 2006 CWMBS, Inc. 333-131662
Corp.
Corp.
Corp.
Banc of America
CWHL 2006-16 September 27, 2006 CWMBS, Inc. 333-131662 Goldman Sachs & Co.
Securities LLC
HSBC Securities
CWHL 2006-17 October 27, 2006 CWMBS, Inc. 333-131662
(USA) Inc.
Lehman Brothers Inc.
CWHL 2006-18 October 27, 2006 CWMBS, Inc. 333-131662
Corp. Boston LLC
CWHL 2006-19 November 28, 2006 CWMBS, Inc. 333-131662
Corp. Boston LLC
Credit Suisse First
CWHL 2006-20 December 27, 2006 CWMBS, Inc. 333-131662
Boston LLC
Corp. Inc.
CWHL 2007-1 January 29, 2007 CWMBS, Inc. 333-131662
Corp.
Goldman Sachs & Co.
CWHL 2007-HYB1 January 29, 2007 CWMBS, Inc. 333-131662
Corp.
CWHL 2007-J1 January 29, 2007 CWMBS, Inc. 333-131662
Corp.
CWHL 2007-3 February 26, 2007 CWMBS, Inc. 333-131662
Corp. Corp.
CWHL 2007-HY1 February 27, 2007 CWMBS, Inc. 333-131662 UBS Securities LLC
CWHL 2007-HYB2 March 29, 2007 CWMBS, Inc. 333-131662
Corp.
Corp.
Corp.
853815.1 1 25
Registration
Statement
Corp.
September 27, Countrywide Securities
CWHL 2007-18 CWMBS, Inc. 333-140958
Corp.
2007
October 29, 2007 CWMBS, Inc.
CWHL 2007-19 333-140958
Corp.
Countrywide Securities Greenwich Capital
Corp. Markets, Inc
UBS Securities LLC
CWHL 2007-HY3 April 27, 2007 CWMBS, Inc. 333-140958
CWHL 2007-10 May 29, 2007 CWMBS, Inc. 333-140958 UBS Securities LLC Lehman Brothers Inc.
Countrywide Securities Countrywide Securities
Corp. Corp.
Corp. Inc.
Credit Suisse Securities Countrywide Securities
CWHL 2007-8 May 29, 2007 CWMBS, Inc. 333-140958
(USA) LLC Corp.
CWHL 2007-9 May 29, 2007 CWMBS, Inc. 333-140958 Goldman Sachs & Co.
Corp.
CWHL 2007-J2 May 29, 2007 CWMBS, Inc. 333-140958
Corp.
Countrywide Securities Bear, Stearns & Co,
Corp. Inc.
CWHL 2007-J3 June 28, 2007 CWMBS, Inc. 333-140958
Corp.
Corp. Corp.
Banc of America
Securities LLC
Corp.
Deutsche Bank
CWHL 2007-HY5 July 30, 2007 CWMBS, Inc. 333-140958
Securities, Inc.
Corp.
UBS Securities LLC
Corp.
Corp.
CWHL 2007-20 November 28, 2007 CWMBS, Inc. 333-140958
Corp.
CWHL 2007-HY4 September 27, 2007 CWMBS, Inc. 333-140958 UBS Securities LLC
CWHL 2007-HY6 September 27, 2007 CWMBS, Inc. 333-140958
Corp.
CWHL 2007-HY7 October 29, 2007 CWMBS, Inc. 333-140958
Corp.
853815.1 1 26
EXHIBIT C
Initial AAA Ratings Chart
Initial Percentage of Total

Series Total Offering Amount Initial Amount Rated AAA
Offering Rated AAA
CWALT 2006-43CB $874,833,833 $844,256,133 97%
CWALT 2005-1CB $1,068,597,926 $1,025,145,926 96%
CWALT 2005-2 $259,145,100 $242,061,100 93%
CWALT 2005-3CB $1,377,382,958 $1,329,358,958 97%
CWALT 2005-6CB $1,145,261,068 $1,105,889,068 97%
CWALT 2005-9CB $619,113,703 $596,593,703 96%
CWALT 2005-10CB $1,132,559,959 $1,095,379,959 97%
CWALT 2005-13CB $729,629,938 $705,676,938 97%
CWALT 2005-14 $1,223,957,100 $1,150,209,100 94%
CWALT 2005-7CB $1,016,691,725 $979,169,725 96%
CWALT 2005-J1 $862,291,563 $834,312,063 97%
CWALT 2005-J2 $633,547,212 $607,947,912 96%
CWALT 2005-J3 $502,950,968 $479,082,468 95%
CWALT 2005-11CB $1,145,181,103 $1,107,585,103 97%
CWALT 2005-16 $641,647,100 $596,189,100 93%
CWALT 2005-17 $1,145,690,100 $1,068,515,100 93%
CWALT 2005-20CB $1,137,170,938 $1,094,584,438 96%
CWALT 2005-21CB $722,227,948 $696,276,948 96%
CWALT 2005-23CB $717,484,000 $695,040,000 97%
CWALT 2005-24 $1,425,304,100 $1,328,136,100 93%
CWALT 2005-26CB $493,999,752 $473,749,752 96%
CWALT 2005-27 $1,524,298,100 $1,414,192,100 93%
CWALT 2005-28CB $831,895,756 $799,899,256 96%
CWALT 2005-29 $273,952,380 $263,841,878 96%
CWALT 2005-30CB $521,202,999 $501,967,499 96%
CWALT 2005-31 $971,317,100 $904,286,100 93%
CWALT 2005-33CB $539,993,529 $520,064,529 96%
CWALT 2005-36 $769,213,100 $705,501,100 92%
CWALT 2005-69 $500,429,100 $460,054,100 92%
CWALT 2005-J4 $671,259,700 $603,719,100 90%
CWALT 2005-J5 $311,458,678 $296,011,078 95%
CWALT 2005-J6 $195,470,622 $187,846,422 96%
CWALT 2005-J7 $232,508,165 $225,461,165 97%
CWALT 2005-J8 $194,930,382 $187,660,082 96%
CWALT 2005-J9 $262,193,019 $253,989,619 97%
CWALT 2005-J10 $507,732,857 $483,578,557 95%
CWALT 2005-J14 $504,455,633 $473,353,733 94%
853815.1 1
Offering Rated AAA
CWALT 2005-34CB $416,789,991 $403,106,591 97%

CWALT 2005-35CB $726,658,739 $716,749,739 99%
CWALT 2005-37T1 $344,113,666 $323,696,666 94%
CWALT 2005-38 $1,817,402,100 $1,699,038,100 93%
CWALT 2005-40CB $363,951,745 $350,519,745 96%
CWALT 2005-41 $773,858,100 $723,380,100 93%
CWALT 2005-42CB $415,379,470 $401,099,470 97%
CWALT 2005-43 $448,198,100 $431,866,100 96%
CWALT 2005-44 $776,592,100 $718,548,100 93%
CWALT 2005-45 $1,448,824,100 $1,338,181,100 92%
CWALT 2005-46CB $1,146,008,499 $1,112,455,499 97%
CWALT 2005-47CB $414,809,863 $372,844,863 90%
CWALT 2005-49CB $520,739,090 $505,560,090 97%
CWALT 2005-50CB $441,768,810 $428,380,810 97%
CWALT 2005-51 $1,771,320,100 $1,638,927,100 93%
CWALT 2005-54CB $959,309,669 $929,638,169 97%
CWALT 2005-56 $2,494,019,100 $2,278,153,100 91%
CWALT 2005-59 $2,178,000,100 $2,012,625,100 92%
CWALT 2005-61 $765,519,100 $708,438,100 93%
CWALT 2005-62 $1,559,819,100 $1,427,495,100 92%
CWALT 2005-63 $719,536,100 $685,533,100 95%
CWALT 2005-64CB $839,649,564 $809,069,564 96%
CWALT 2005-72 $737,628,100 $660,862,000 90%
CWALT 2005-76 $1,776,305,100 $1,616,409,100 91%
CWALT 2005-81 $926,958,100 $844,834,100 91%
CWALT 2006-2CB $876,481,015 $834,743,015 95%
CWALT 2006-4CB $683,680,636 $662,291,636 97%
CWALT 2006-5T2 $370,765,076 $349,772,076 94%
CWALT 2006-HY3 $249,703,100 $234,543,100 94%
CWALT 2006-J1 $781,555,047 $748,742,247 96%
CWALT 2006-OA2 $1,697,910,100 $1,549,129,100 91%
CWALT 2006-9T1 $522,122,602 $498,581,602 95%
CWALT 2006-11CB $763,457,959 $727,857,759 95%
CWALT 2006-12CB $624,731,141 $598,197,141 96%
CWALT 2006-13T1 $493,728,887 $464,494,887 94%
CWALT 2006-14CB $519,223,126 $500,062,126 96%
CWALT 2006-15CB $366,789,456 $348,933,456 95%
CWALT 2005-16CB $311,691,556 $292,368,956 94%
CWALT 2006-17T1 $474,959,606 $451,199,606 95%
CWALT 2006-18CB $1,040,024,215 $1,005,373,715 97%
CWALT 2006-19CB $1,558,637,921 $1,509,119,321 97%
CWALT 2006-20CB $551,732,773 $526,018,773 95%
853815.1 1 28
Offering Rated AAA
CWALT 2006-21CB $520,536,856 $501,899,856 96%

CWALT 2006-23CB $987,020,570 $930,113,070 94%
CWALT 2006-24CB $880,451,378 $845,049,378 96%
CWALT 2006-26CB $395,599,061 $371,531,061 94%
CWALT 2006-27CB $310,200,987 $292,652,687 94%
CWALT 2006-28CB $518,233,936 $499,631,936 96%
CWALT 2006-29T1 $785,759,998 $746,829,998 95%
CWALT 2006-30T1 $469,299,928 $441,804,628 94%
CWALT 2006-31CB $865,696,096 $816,895,296 94%
CWALT 2006-32CB $619,686,154 $576,067,154 93%
CWALT 2006-33CB $619,062,482 $596,250,582 96%
CWALT 2006-34 $200,553,202 $190,052,202 95%
CWALT 2006-35CB $619,050,252 $599,988,252 97%
CWALT 2006-36T2 $734,911,293 $702,131,793 96%
CWALT 2006-37R $68,315,933 $68,315,933 100%
CWALT 2006-39CB $808,983,132 $755,382,132 93%
CWALT 2006-40T1 $592,478,599 $580,778,999 98%
CWALT 2006-41CB $1,135,112,855 $1,075,769,855 95%
CWALT 2006-42 $246,986,001 $235,337,601 95%
CWALT 2006-45T1 $1,113,036,850 $1,018,427,850 91%
CWALT 2006-46 $296,399,437 $283,949,437 96%
CWALT 2006-6CB $2,164,694,096 $2,091,530,396 97%
CWALT 2006-HY10 $529,427,100 $499,745,100 94%
CWALT 2006-HY11 $445,727,100 $421,985,100 95%
CWALT 2006-HY12 $791,111,100 $755,808,100 96%
CWALT 2006-J4 $428,134,055 $411,402,555 96%
CWALT 2006-OA10 $2,768,599,100 $2,506,189,100 91%
CWALT 2006-OA19 $1,199,267,100 $1,084,125,100 90%
CWALT 2006-OA21 $1,292,642,100 $1,167,063,100 90%
CWALT 2006-OC1 $1,196,264,100 $1,105,032,100 92%
CWALT 2006-OC2 $833,712,100 $747,958,100 90%
CWALT 2006-OC3 $671,248,100 $624,000,100 93%
CWALT 2006-OC4 $569,225,100 $515,544,100 91%
CWALT 2006-OC5 $789,079,100 $726,097,100 92%
CWALT 2006-OC6 $625,543,100 $576,578,100 92%
CWALT 2006-OC7 $582,249,100 $541,640,100 93%
CWALT 2006-OC8 $1,693,916,100 $1,583,205,100 93%
CWALT 2006-OC9 $546,528,100 $512,955,100 94%
CWALT 2006-OC10 $805,404,100 $764,590,100 95%
CWALT 2006-OC11 $1,089,000,100 $1,009,250,100 93%
CWALT 2007-1T1 $493,712,524 $460,035,324 93%
CWALT 2007-2CB $1,018,739,168 $966,393,568 95%
853815.1 1 29
Offering Rated AAA
CWALT 2007-3T1 $792,149,705 $756,817,705 96%

CWALT 2007-4CB $579,145,196 $561,594,696 97%
CWALT 2007-5CB $1,559,847,536 $1,479,046,536 95%
CWALT 2007-8CB $744,971,687 $703,482,421 94%
CWALT 2007-9T1 $837,346,400 $688,235,000 82%
CWALT 2007-10CB $742,499,999 $717,626,875 97%
CWALT 2007-6 $366,513,427 $350,562,027 96%
CWALT 2007-7T2 $365,759,889 $266,881,000 73%
CWALT 2007-HY2 $508,705,100 $484,853,100 95%
CWALT 2007-HY3 $989,260,100 $939,899,100 95%
CWALT 2007-HY5R $553,116,614 $553,116,614 100%
CWALT 2007-J1 $583,156,580 $548,522,980 94%
CWALT 2007-OA2 $666,176,100 $608,263,100 91%
CWALT 2007-OA3 $1,137,053,100 $1,039,916,100 91%
CWALT 2007-OA4 $717,258,300 $683,120,300 95%
CWALT 2007-OA7 $771,733,100 $715,743,100 93%
CWALT 2006-22R $416,626,008 $412,547,008 99%
CWALT 2006-26R $41,798,027 $41,797,927 100%
CWALT 2007-16CB $1,615,596,399 $1,568,411,899 97%
CWALT 2007-18CB $719,917,790 $699,616,990 97%
CWALT 2007-21CB $769,186,604 $751,361,604 98%
CWALT 2007-23CB $1,030,214,330 $1,000,112,330 97%
CWALT 2007-HY4 $1,432,682,100 $1,380,108,100 96%
CWALT 2007-HY6 $869,708,100 $814,286,100 94%
CWALT 2007-HY7C $1,022,825,100 $976,520,100 95%
CWALT 2007-OA6 $561,485,100 $507,075,100 90%
CWALT 2007-OA8 $666,706,100 $608,747,100 91%
CWALT 2007-OH2 $984,602,100 $940,441,100 96%
CWALT 2007-12T1 $855,728,140 $814,979,140 95%
CWALT 2007-17CB $745,477,658 $725,603,658 97%
CWALT 2007-19 $1,166,488,020 $1,108,547,020 95%
CWALT 2007-22 $791,348,018 $754,819,018 95%
CWALT2007-24 $537,168,947 $507,798,947 95%
CWALT2007-25 $660,495,859 $621,524,259 94%
CWALT 2007-J2 $267,858,013 $253,037,713 94%
CWHEL 2005-H $1,771,875,000 $1,771,875,000 100%
CWHEL 2005-I $2,000,000,000 $2,000,000,000 100%
CWHEL 2005-K $1,000,000,000 $1,000,000,000 100%
CWL 2006-S1 $860,000,100 $860,000,100 100%
CWL 2006-S2 $1,050,000,100 $1,050,000,100 100%
CWHEL 2005-E $2,000,000,000 $2,000,000,000 100%
CWHEL 2005-L $400,000,000 $400,000,000 100%
853815.1 1 30
Offering Rated AAA
CWHEL 2006-A $800,000,000 $700,800,000 88%

CWHEL 2006-C $1,850,000,000 $1,850,000,000 100%
CWHEL 2006-D $1,850,000,000 $1,850,000,000 100%
CWHEL 2006-H $1,000,000,000 $1,000,000,000 100%
CWL 2006-S3 $1,000,000,100 $1,000,000,100 100%
CWL 2006-S4 $1,000,000,100 $1,000,000,100 100%
CWL 2006-S6 $1,100,000,100 $1,100,000,100 100%
CWL 2006-S7 $994,500,100 $994,500,100 100%
CWL 2006-S8 $1,000,000,100 $1,000,000,100 100%
CWL 2006-S9 $1,000,000,100 $1,000,000,100 100%
CWL 2007-S2 $999,000,100 $999,000,100 100%
CWL 2007-S3 $700,000,100 $700,000,100 100%
CWHEL 2007-E $900,000,000 $900,000,000 100%
CWHEL 2007-G $566,952,000 $494,837,000 87%
CWL 2005-BC3 $800,000,100 $661,600,100 83%
CWL 2005-4 $2,826,900,100 $2,272,150,100 80%
CWL 2005-5 $788,400,100 $646,000,100 82%
CWL 2005-6 $1,694,050,100 $1,347,250,100 80%
CWL 2005-7 $2,138,899,100 $1,721,052,100 80%
CWL 2005-9 $1,281,150,100 $1,082,250,100 84%
CWL 2005-10 $695,001,100 $567,501,100 82%
CWL 2005-11 $1,929,704,100 $1,556,688,100 81%
CWL 2005-12 $876,150,100 $710,550,100 81%
CWL 2005-13 $1,950,700,100 $1,600,550,100 82%
CWL 2005-15 $362,200,100 $318,800,100 88%
CWL 2005-17 $2,520,700,100 $2,217,000,100 88%
CWL 2005-AB3 $631,475,100 $561,600,100 89%
CWHL 2005-HYB9 $1,088,954,000 $1,072,675,000 99%
CWL 2005-IM1 $897,285,100 $812,042,100 90%
CWL 2005-IM3 $1,094,500,100 $961,950,100 88%
CWL 2006-1 $756,643,100 $645,848,100 85%
CWL 2006-IM1 $697,200,100 $609,350,100 87%
CWL 2006-2 $801,975,100 $684,250,100 85%
CWL 2006-3 $1,361,500,100 $1,109,500,100 81%
CWL 2006-4 $606,775,100 $514,475,100 85%
CWL 2006-5 $672,135,100 $555,885,100 83%
CWL 2006-6 $1,762,200,100 $1,461,600,100 83%
CWL 2006-7 $1,017,378,100 $838,854,100 82%
CWL 2006-8 $1,946,000,100 $1,605,000,100 82%
CWL 2006-9 $563,832,100 $484,386,100 86%
CWL 2006-10 $585,515,100 $484,960,100 83%
CWL 2006-11 $1,846,600,100 $1,639,510,100 89%
853815.1 1 31
Offering Rated AAA
CWL 2006-12 $1,272,700,100 $1,015,300,100 80%

CWL 2006-13 $1,602,525,100 $1,377,525,100 86%
CWL 2006-ABC1 $396,600,100 $353,000,100 89%
CWL 2006-BC1 $506,885,100 $415,012,100 82%
CWL 2006BC2 $629,525,100 $507,000,000 81%
CWL 2006-BC3 $579,300,100 $459,300,100 79%
CWL 2006-SPS1 $230,875,100 $161,125,100 70%
CWL 2006-14 $1,453,500,100 $1,195,500,100 82%
CWL 2006-15 $937,000,100 $826,000,100 88%
CWL 2006-16 $486,500,100 $404,500,100 83%
CWL 2006-17 $972,000,100 $800,500,100 82%
CWL 2006-18 $1,653,250,100 $1,356,600,100 82%
CWL 2006-19 $869,850,100 $670,950,100 77%
CWL 2006-20 $976,000,100 $835,500,100 86%
CWL 2006-21 $1,069,750,100 $888,800,100 83%
CWL 2006-22 $1,556,000,100 $1,297,600,100 83%
CWL 2006-23 $1,553,600,100 $1,297,600,100 84%
CWL 2004-24 $1,305,024,100 $1,099,392,100 84%
CWL 2006-25 $1,507,375,100 $1,255,500,100 83%
CWL 2006-26 $1,167,600,100 $973,800,100 83%
CWL 2006-BC4 $579,000,100 $478,800,100 83%
CWL 2006-BC5 $729,003,100 $597,378,100 82%
CWL 2006-SPS2 $456,500,100 $315,000,100 69%
CWL 2007-1 $1,942,000,100 $1,591,000,100 82%
CWL 2007-2 $1,513,980,100 $1,260,480,100 83%
CWL 2007-3 $735,711,100 $603,123,100 82%
CWL 2007-4 $959,500,100 $820,000,100 85%
CWL 2007-5 $1,150,000,100 $931,525,100 81%
CWL 2007-6 $966,000,100 $802,500,100 83%
CWL 2007-BC1 $467,750,100 $396,500,100 85%
CWL 2007-10 $973,500,100 $808,500,100 83%
CWL 2007-11 $780,400,100 $650,400,100 83%
CWL 2007-12 $1,356,326,100 $1,134,408,100 84%
CWL 2007-13 $735,600,100 $590,000,100 80%
CWL 2007-7 $1,070,850,100 $895,950,100 84%
CWL 2007-8 $1,264,900,100 $1,045,850,100 83%
CWL 2007-BC2 $615,875,100 $536,250,100 87%
CWL 2007-BC3 $551,418,100 $460,282,100 83%
CWHL 2005-HYB10 $1,010,798,100 $959,254,100 95%
CWHL 2005-15 $412,924,044 $411,679,044 100%
CWHL 2005-HYB4 $791,873,100 $703,199,100 89%
CWHL 2005-J2 $806,148,679 $806,148,679 100%
853815.1 1 32
Offering Rated AAA
CWHL 2005-16 $412,924,740 $399,229,740 97%

CWHL 2005-17 $629,201,708 $607,679,708 97%
CWHL 2005-18 $413,919,844 $400,399,844 97%
CWHL 2005-19 $398,521,241 $384,703,169 97%
CWHL 2005-20 $413,919,460 $400,399,460 97%
CWHL 2005-21 $983,059,554 $946,502,554 96%
CWHL 2005-22 $588,995,100 $567,004,100 96%
CWHL 2005-23 $313,630,166 $303,360,166 97%
CWHL 2005-24 $1,036,789,285 $1,000,319,285 96%
CWHL 2005-25 $363,174,579 $350,582,079 97%
CWHL 2005-26 $497,507,486 $480,007,222 96%
CWHL 2005-27 $518,394,257 $494,476,857 95%
CWHL 2005-28 $414,914,141 $400,944,141 97%
CWHL 2005-29 $295,924,912 $286,089,912 97%
CWHL 2005-30 $514,555,415 $496,455,015 96%
CWHL 2005-31 $620,690,100 $599,352,100 97%
CWHL 2005-HYB5 $791,278,100 $722,019,100 91%
CWHL 2005-HYB6 $991,562,100 $903,966,200 91%
CWHL 2005-HYB8 $593,432,100 $560,320,100 94%
CWHL 2006-1 $373,367,486 $360,019,486 96%
CWHL 2006-3 $1,052,797,100 $949,590,100 90%
CWHL 2006-OA5 $1,364,317,100 $1,238,493,100 91%
CWHL 2006-HYB2 $653,891,100 $625,259,100 96%
CWMBS 2006-8 $778,089,936 $749,154,936 96%
CWMBS 2006-9 $415,909,999 $414,655,999 100%
CWMBS 2006-10 $600,481,743 $598,671,743 100%
CWMBS 2006-11 $626,849,839 $620,864,839 99%
CWMBS2006-12 $652,719,878 $630,415,478 97%
CWMBS 2006-13 $519,389,436 $502,685,436 97%
CWMBS 2006-14 $366,159,454 $354,383,054 97%
CWMBS 2006-15 $397,004,000 $379,712,500 96%
CWMBS 2006-16 $994,995,037 $959,995,037 96%
CWMBS 2006-17 $518,379,893 $501,447,893 97%
CWMBS 2006-18 $517,384,203 $500,484,603 97%
CWMBS 2006-19 $1,241,757,925 $1,201,198,025 97%
CWMBS 2006-20 $1,035,793,979 $997,641,979 96%
CWMBS 2006-HYB3 $966,897,100 $923,706,100 96%
CWMBS 2006-HYB4 $443,360,100 $418,678,100 94%
CWMBS 2006-HYB5 $526,000,100 $500,316,100 95%
CWMBS 2007-1 $746,249,967 $719,999,067 96%
CWMBS 2007-2 $497,497,723 $481,246,723 97%
CWMBS 2007-3 $1,141,241,764 $1,101,097,364 96%
853815.1 1 33
Offering Rated AAA
CWMBS 2007-4 $1,058,609,808 $1,019,737,308 96%

CWMBS 2007-5 $845,749,614 $815,999,614 96%
CWMBS 2007-HYB1 $623,894,100 $589,516,100 94%
CWMBS 2007-HYB2 $620,703,100 $589,351,100 95%
CWMBS 2007-J1 $309,676,683 $299,201,683 97%
CWHL 2007-6 $746,250,000 $718,125,000 96%
CWHL 2007-7 $746,236,970 $723,737,270 97%
CWHL 2007-8 $850,725,000 $825,075,000 97%
CWHL 2007-9 $696,499,987 $679,699,987 98%
CWHL 2007-10 $646,730,067 $627,880,067 97%
CWHL 2007-11 $994,999,544 $964,999,544 97%
CWHL 2007-13 $572,087,807 $556,275,907 97%
CWHL 2007-14 $746,249,918 $727,499,918 97%
CWHL 2007-15 $1,031,170,625 $998,993,825 97%
CWHL 2007-16 $770,783,999 $749,804,999 97%
CWHL 2007-20 $297,592,472 $289,492,472 97%
CWHL 2007-21 $778,228,036 $759,390,236 98%
CWHL 2007-HY6 $1,201,511,100 $1,144,847,100 95%
CWHL 2007-17 $872,433,848 $847,831,848 97%
CWHL 2007-J2 $441,278,671 $394,436,171 89%
853815.1 1 34
UNDERWRITING GUIDELINES
EXHIBIT D
Registration Statement Page Number

333-110343 (CWALT) S-19-20
333-117949 (CWALT) S-18-19
333-123167 (CWALT) S-18-19
333-125902 (CWALT) S-18-19
333-131630 (CWALT) S-52-53
333-140962 (CWALT) S-39-40
333-100418 (CWMBS) S-18-19
333-121249 (CWMBS) S-20-21
333-125963(CWMBS) S-21
333-131662 (CWMBS) S-52-53
333-140958 (CWMBS) S-40-41
EXHIBIT E
Series Page Number Series Page Number

CWALT 2006-43CB S-71-72 CWHL 2005-HY10 S-77-78
CWALT 2005-6CB S-36-37 CWHL 2005-HYB6 S-71-72
CWALT 2005-17 S-78-79 CWHL 2006-3 S-75-76
CWALT 2005-24 S-67-68 CWHL 2006-OA5 S-71-73
CWALT 2005-J4 S-38-39 CWHL 2006-HYB4 S-41-42
CWALT 2005-56 S-94-95 CWHL 2005-J2 S-48-49
CWALT 2007-OA8 S-38-39 CWHL 2007-HYB1 S-35
CWALT 2006-OA10 S-87-88 CWHL 2007-HYB2 S-34-35
CWALT 2006-OA21 S-54-55 CWHL 2007-10 S-37
CWALT 2006-OC5 S-60-62 CWHL 2007-16 S-32-33
CWALT 2007-5CB S-38-39 CWALT 2006-6CB S-59
CWALT 2007-J1 S-59-61 CWALT 2005-63 S-79
CWALT 2007-12T1 S-37 CWHL 2006-HYB3 S-98
CWHL 2005-30 S-23 CWHL 2006-11 S-34
CWHL 2007-1 S-31
853815.1 1 35
EXHIBIT F

333-118926 (CWABS) S-47
333-125164 (CWABS) S-47
333-131591 (CWABS) S-38-39
333-135846 (CWABS) S-38-39
333-140960 (CWABS) S-40-41
333-126790 (CWHEQ) S-25
333-132375 (CWHEQ) S-38-39
333-139891 (CWHEQ) S-38-39
EXHIBIT G

CWL 2005-6 S-25-26 CWL 2007-1 S-37-38
CWL 2005-AB3 S-27-28 CWL 2007-11 S-41-43
CWL 2005-11 S-29-30 CWL 2007-13 S-40-42
CWL 2005-12 S-27-28 CWL 2006-3 S-37-38
CWL 2006-12 S-34-35 CWL 2006-15 S-33-34
CWL 2006-11 S-42-43 CWL 2006-25 S-38-39
CWL 2006-4 S-35-36 CWL 2006-10 S-40-41
CWL 2006-13 S-41-42
EXHIBIT H

CWL 2006-S2 S-30 CWL 2006-S8 S-27
CWHEL 2005-E S-21 CWL 2006-S9 S-31
CWHEL 2005-I S-26 CWHEL 2007-E S-33
CWL 2006-S3 S-25 CWHEL 2005-G S-21
CWHEL 2005-M S-23 CWHEL 2006-G S-33
CWHEL 2007-B S-31 CWL 2006-S6 S-31
CWL 2007-S1 S-34 CWL 2006-S9 S-31
853815.1 1 36
EXHIBIT I

CWL 2006-S2 S-31 CWL 2006-S8 S-28
CWHEL 2005-E S-22 CWL 2006-S9 S-32
CWHEL 2005-I S-27 CWHEL 2007-E S-34
CWL 2006-S3 S-26-27 CWHEL 2005-M S-24
CWHEL 2005-G S-22-23 CWHEL 2006-G S-34
CWHEL 2007-B S-32 CWL 2006-S6 S-32
CWL 2007-S1 S-36 CWL 2006-S9 S-32
EXHIBIT J
Registration Registration
Page Number Page Number
Statement Statement
333-140962 (CWALT) 25 333-125164 (CWABS) 18
333-131630 (CWALT) 25 333-135846 (CWABS) 39
333-125902 (CWALT) 23 333-140960 (CWABS) 40
333-123167 (CWALT) 23 333-131591 (CWABS) 39
333-110343 (CWALT) 23 333-118926 (CWABS) 18
333-117949 (CWALT) 23 333-100418 (CWMBS) 25
333-126790 (CWHEQ) 23 333-121249 (CWMBS) 27
333-139891 (CWHEQ) 39 333-131662 (CWMBS) 25
333-132375 (CWHEQ) 39 333-140958 (CWMBS) 25
333-125963 (CWMBS) 27
EXHIBIT K
Statement Statement
333-140962 (CWALT) S-44 333-118926 (CWABS) S-48
333-110343(CWALT) S-23 333-121249 (CWMBS) S-20
333-131630 (CWALT) S-57 333-131662 (CWMBS) S-55
333-125902 (CWALT) S-23 333-140958 (CWMBS) S-40
333-117949 (CWALT) S-23 333-125164 (CWABS) S-48
333-123167 (CWALT) S-23 333-131591 (CWABS) S-40
333-126790 (CWHEQ) S-26 333-140960 (CWABS) S-41
333-139891 (CWHEQ) S-40 333-100418 (CWMBS) S-23
333-121378 (CWHEQ) S-26 333-135846 (CWABS) S-40
333-100418 (CWMBS) S-23
853815.1 1 37
EXHIBIT L

333-140962 (CWALT) S-39
333-131630 (CWALT) S-52-53
333-125902 (CWALT) S-19
333-123167 (CWALT) S-19
333-117949 (CWALT) S-19
333-110343 (CWALT) S-19
EXHIBIT M

CWALT 2006-43CB S-72 CWALT 2007-OA8 S-38
CWALT 2005-17 S-78-79 CWALT 2006-OA21 S-54
CWALT 2005-24 S-68 CWALT 2006-OC5 S-61
CWALT 2005-J4 S-38-39 CWALT 2007-5CB S-38
CWALT 2005-56 S-94-95 CWALT 2007-J1 S-60
EXHIBIT N

333-140962 (CWALT) S-40-41
333-131630 (CWALT) S-54
333-125902 (CWALT) S-20
333-123167 (CWALT) S-20
333-117949 (CWALT) S-20
333-110343 (CWALT) S-20
EXHIBIT O

CWALT 2006-43CB S-73 CWALT 2007-OA8 S-39-40
CWALT 2005-17 S-80 CWALT 2006-OA21 S-56
CWALT 2005-24 S-69 CWALT 2006-OC5 S-62
CWALT 2005-J4 S-40 CWALT 2007-5CB S-39
CWALT 2005-56 S-96 CWALT 2007-J1 S-61
853815.1 1 38
EXHIBIT P

333-140962 (CWALT) S-42
333-131630 (CWALT) S-55
333-125902 (CWALT) S-21
333-123167 (CWALT) S-21
333-117949 (CWALT) S-21
333-110343 (CWALT) S-21
EXHIBIT Q

CWALT 2005-17 S-81 CWALT 2006-OA21 S-57
CWALT 2005-24 S-70 CWALT 2006-OC5 S-63
CWALT 2005-56 S-97 CWALT 2007-J1 S-63
EXHIBIT R

333-140962 (CWALT) S-42
333-131630 (CWALT) S-55
333-125902 (CWALT) S-21
333-123167 (CWALT) S-21
333-117949 (CWALT) S-21
333-110343 (CWALT) S-21-22
EXHIBIT S

CWALT 2005-17 S-81 CWALT 2006-OA21 S-57
CWALT 2005-24 S-70 CWALT 2006-OC5 S-63
CWALT 2005-56 S-97 CWALT 2007-J1 S-63
853815.1 1 39
EXHIBIT T

333-140962 (CWALT) S-42
333-131630 (CWALT) S-55
333-125902 (CWALT) S-21
333-123167 (CWALT) S-21
333-117949 (CWALT) S-21
333-110343 (CWALT) S-21-22
EXHIBIT U

CWALT 2005-6CB S-38-39 CWALT 2006-OA10 S-90
CWALT 2005-17 S-81 CWALT 2006-OA21 S-57
CWALT 2005-24 S-70 CWALT 2006-OC5 S-63-64
CWALT 2005-56 S-97 CWALT 2007-J1 S-63
EXHIBIT V

333-140962 (CWALT) S-42
333-131630 (CWALT) S-55
333-125902 (CWALT) S-21
333-123167 (CWALT) S-21
333-117949 (CWALT) S-21-22
333-110343 (CWALT) S-22
EXHIBIT W

CWALT 2005-17 S-81 CWALT 2006-OA21 S-57
CWALT 2005-24 S-70-71 CWALT 2006-OC5 S-64
CWALT 2005-56 S-97 CWALT 2007-J1 S-63
853815.1 1 40
EXHIBIT X
Statement Statement
333-110343 (CWALT) S-20 333-100418 (CWMBS) S-20
333-117949 (CWALT) S-20 333-121249 (CWMBS) S-21
333-123167 (CWALT) S-20 333-125963 (CWMBS) S-21
333-125902 (CWALT) S-20 333-131662 (CWMBS) S-54
333-131630 (CWALT) S-54 333-140958 (CWMBS) S-41-42
333-140962 (CWALT) S-41
EXHIBIT Y

CWALT 2006-43CB S-73 CWHL 2005-HY10 S-79
CWALT 2005-6CB S-37 CWHL 2005-HYB6 S-89
CWALT 2005-17 S-80 CWHL 2006-3 S-77
CWALT 2005-24 S-69 CWHL 2006-OA5 S-73
CWALT 2005-J4 S-40 CWHL 2006-HYB4 S-95
CWALT 2005-56 S-96 CWHL 2005-J2 S-54
CWALT 2007-OA8 S-40 CWHL 2007-HYB1 S-36
CWALT 2006-OA10 S-89 CWHL 2007-HYB2 S-36
CWALT 2006-OA21 S-56 CWHL 2007-10 S-38
CWALT 2006-OC5 S-62 CWHL 2007-16 S-33
CWALT 2007-5CB S-39 CWALT 2005-J7 S-32
CWALT 2007-J1 S-61 CWALT 2005-63 S-80
CWALT 2007-12T1 S-37 CWHL 2006-HYB3 S-99
CWHL 2005-30 S-23 CWHL 2006-11 S-34
CWHL 2007-1 S-31
EXHIBIT Z
Statement Statement
333-125164 (CWABS) S-47 333-118926 (CWABS) S-47
333-131591 (CWABS) S-39 333-132375 (CWHEQ) S-39
333-135846 (CWABS) S-38-39 333-139891 (CWHEQ) S-39
333-140960 (CWABS) S-41 333-126790 (CWHEQ) S-25
853815.1 1 41
EXHIBIT AA

CWL 2005-6 S-26 CWL 2007-1 S-38
CWL 2005-AB3 S-28 CWL 2007-11 S-42
CWL 2005-11 S-30 CWL 2007-13 S-41
CWL 2005-12 S-28 CWL 2006-3 S-38
CWL 2006-12 S-35 CWL 2006-15 S-34
CWL 2005-10 S-29 CWL 2006-25 S-39
CWL 2006-1 S-37
EXHIBIT BB

CWHEL 2005-K S-47 CWHEL 2007-E S-34
CWHEL 2005-E S-21 CWHEL 2005-G S-22
CWHEL 2005-I S-26-27 CWHEL 2006-G S-34
CWHEL 2005-M S-23-34 CWHEL 2007-B S-32
EXHIBIT CC

CWL 2006-S2 S-31 CWL 2006-S8 S-28
CWL 2006-S3 S-26 CWL 2006-S9 S-32
CWL 2007-S1 S-36 CWL 2006-S6 S-29
CWL 2006-S9 S-32
EXHIBIT DD

CWALT 2006-43CB S-75-76 CWALT 2007-OA8 S-41-42
CWALT 2005-6CB S-39-40 CWALT 2006-OA10 S-91
CWALT 2005-17 S-82 CWALT 2006-OA21 S-58
CWALT 2005-24 S-71 CWALT 2006-OC5 S-64-65
CWALT 2005-J4 S-42 CWALT 2007-5CB S-41-42
CWALT 2005-56 S-98 CWALT 2007-J1 S-63-64
853815.1 1 42
EXHIBIT EE

CWALT 2005-6CB S-15, CWALT 2006-OA10 S-36
CWALT 2005-17 S-20-21 CWALT 2006-OA21 S-36
CWALT 2005-24 S-22 CWALT 2006-OC5 S-34
CWALT 2005-J4 S-19-20 CWALT 2007-5CB S-35
CWALT 2005-56 S-23 CWALT 2007-J1 S-54
CWHEQ 2006-S3 S-22 CWHEQ 2006-S8 S-24
CWHEQ 2006-S9 S-27 CWHEQ 2007-E S-38
CWHL 2005-HYB6 S-17-18 CWHL 2006-3 S-35
CWHL 2006-OA5 S-37 CWHL 2007-10 S-34
CWHL 2007-16 S-28 CWHL 2007-HYB1 S-32
CWHL 2007-HYB2 S-32 CWL 2005-11 S-23-24
CWL 2005-12 S-12-22 CWL 2005-6 S-20
CWL 2005-AB3 S-22 CWL 2005-IM1 S-23
CWL 2005-IM3 33 CWL 2006-12 S-29-30
CWL 2007-1 S-32 CWL 2007-11 S-35-36
CWL 2007-13 S-35-36 CWHL 2007-21 S-36
CWL 2005-7 S-22-23 CWL 2005-8 S-20
CWALT 2007-13 S-28 CWALT 2007-21CB S-36
CWALT 2007-OH1 S-38 CWALT 2005-18CB S-13-14
CWALT 2005-5R S-15 CWHL 2007-HY6 S-32
853815.1 1 43
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Bank of America Class Action Suit

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Bank of America Class Action Suit

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1 LIONEL Z.

No. 2:10-cv-00302: AMENDED CONSOLIDATED CLASS ACTION COMPLAINT i

No. 2:10-cv-00302: AMENDED CONSOLIDATED CLASS ACTION COMPLAINT ii

No. 2:10-cv-00302: AMENDED CONSOLIDATED CLASS ACTION COMPLAINT 1

No. 2:10-cv-00302: AMENDED CONSOLIDATED CLASS ACTION COMPLAINT 2

No. 2:10-cv-00302: AMENDED CONSOLIDATED CLASS ACTION COMPLAINT 3

No. 2:10-cv-00302: AMENDED CONSOLIDATED CLASS ACTION COMPLAINT 4

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No. 2:10-cv-00302: AMENDED CONSOLIDATED CLASS ACTION COMPLAINT 8

No. 2:10-cv-00302: AMENDED CONSOLIDATED CLASS ACTION COMPLAINT 9

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No. 2:10-cv-00302: AMENDED CONSOLIDATED CLASS ACTION COMPLAINT 12

No. 2:10-cv-00302: AMENDED CONSOLIDATED CLASS ACTION COMPLAINT 13

No. 2:10-cv-00302: AMENDED CONSOLIDATED CLASS ACTION COMPLAINT 14

No. 2:10-cv-00302: AMENDED CONSOLIDATED CLASS ACTION COMPLAINT 15

19 35. Defendant CWHEQ, Inc. was, at times relevant to this Complaint, a

20 Delaware corporation and a limited purpose financing subsidiary of CFC.

21 CWHEQ’s principal executive offices were located at 4500 Park Granada,

22 Calabasas, California, the same location as CFC. Defendant CWHEQ served in

24 in Exhibit A in the accompanying Appendix and was an “Issuer” of the Certificates

26 following amended Registration Statements it filed with the SEC:

No. 2:10-cv-00302: AMENDED CONSOLIDATED CLASS ACTION COMPLAINT 16

24 37. Defendant CWMBS, Inc. was, at times relevant to this Complaint, a

25 Delaware corporation and a limited purpose financing subsidiary of CFC.

26 CWMBS’ principal executive offices were located at 4500 Park Granada,

27 Calabasas, California, the same location as CFC. Defendant CWMBS served in

No. 2:10-cv-00302: AMENDED CONSOLIDATED CLASS ACTION COMPLAINT 17

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No. 2:10-cv-00302: AMENDED CONSOLIDATED CLASS ACTION COMPLAINT 30

13 A. Exponential Increase in Certificate Default Rates in Months After

No. 2:10-cv-00302: AMENDED CONSOLIDATED CLASS ACTION COMPLAINT 31

No. 2:10-cv-00302: AMENDED CONSOLIDATED CLASS ACTION COMPLAINT 32

No. 2:10-cv-00302: AMENDED CONSOLIDATED CLASS ACTION COMPLAINT 33

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No. 2:10-cv-00302: AMENDED CONSOLIDATED CLASS ACTION COMPLAINT 36

4 • A senior risk management employee warned defendant

No. 2:10-cv-00302: AMENDED CONSOLIDATED CLASS ACTION COMPLAINT 39

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No. 2:10-cv-00302: AMENDED CONSOLIDATED CLASS ACTION COMPLAINT 47

No. 2:10-cv-00302: AMENDED CONSOLIDATED CLASS ACTION COMPLAINT 48

No. 2:10-cv-00302: AMENDED CONSOLIDATED CLASS ACTION COMPLAINT 49

No. 2:10-cv-00302: AMENDED CONSOLIDATED CLASS ACTION COMPLAINT 50

No. 2:10-cv-00302: AMENDED CONSOLIDATED CLASS ACTION COMPLAINT 51

No. 2:10-cv-00302: AMENDED CONSOLIDATED CLASS ACTION COMPLAINT 52

4 Wall Street firms made hefty fees from buying high-risk

No. 2:10-cv-00302: AMENDED CONSOLIDATED CLASS ACTION COMPLAINT 54

No. 2:10-cv-00302: AMENDED CONSOLIDATED CLASS ACTION COMPLAINT 56