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                                 EXHIBIT 99.3
                                 ------------

                  The Swap Contract Administration Agreement


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                    SWAP CONTRACT ADMINISTRATION AGREEMENT

            This SWAP CONTRACT ADMINISTRATION AGREEMENT, dated as of December
29, 2006 (this "Agreement"), among THE BANK OF NEW YORK ("BNY"), as Swap
Contract Administrator (in such capacity, the "Swap Contract Administrator")
and not in its individual or corporate capacity but solely as Trustee under
the Pooling and Servicing Agreement referred to below (in such capacity, the
"Trustee"), and COUNTRYWIDE HOME LOANS, INC. ("CHL").

            WHEREAS, CHL is a party to an interest rate swap agreement between
CHL and Deutsche Bank AG, New York Branch (the "Counterparty"), with a Trade
Date of December 15, 2006 and a reference number of N546958N (the "Swap
Contract"), a copy of which is attached to this Agreement as Exhibit A;

            WHEREAS, CHL is conveying certain mortgage loans and other related
assets to a trust fund, Alternative Loan Trust 2006-OC11 (the "Trust Fund")
created pursuant to a Pooling and Servicing Agreement, dated as of December 1,
2006 (the "Pooling and Servicing Agreement"), among CWALT, Inc., as depositor,
CHL, as a seller, Park Granada LLC, as a seller, Park Monaco Inc., as a
seller, Park Sienna LLC, as a seller, Countrywide Home Loans Servicing LP, as
master servicer (the "Master Servicer"), and the Trustee;

            WHEREAS, simultaneously with the execution and delivery of this
Agreement, CHL is assigning all of its rights, and delegating all of its
duties and obligations (other than its right to receive the Additional Payment
(as defined in the Swap Contract)) under the Swap Contract to the Swap
Contract Administrator, pursuant to the Assignment Agreement, dated as of the
date hereof (the "Assignment Agreement"), among CHL, as assignor, the Swap
Contract Administrator, as assignee, and the Counterparty;

            WHEREAS, the parties hereto desire that the Trustee make
remittances to the Swap Contract Administrator as contemplated by and to the
extent provided in the Pooling and Servicing Agreement to cover payments due
to the Counterparty under the Swap Contract;

            WHEREAS, CHL desires that the Net Payments (as defined below)
payable by the Counterparty on the Swap Contract be distributed to the Trustee
under the Pooling and Servicing Agreement to be applied for the purposes
specified in the Pooling and Servicing Agreement and that the Excess Payments
(as defined below) on the Swap Contract be distributed to CHL;

            WHEREAS, CHL and the Trustee desire to appoint the Swap Contract
Administrator, and the Swap Contract Administrator desires to accept such
appointment, to distribute funds received under the Swap Contract to the
Trustee and to CHL as provided in this Agreement, and, in the case of a NIM
Issuance, to distribute Excess Payments in accordance with the related Swap
Excess Assignment Agreement (each as defined below).

             NOW, THEREFORE, in consideration of the mutual covenants contained
in this Agreement, and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties agree as follows:


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1.     Definitions. Capitalized terms used but not otherwise defined in this
Agreement shall have the respective meanings assigned thereto in the Pooling
and Servicing Agreement.

            Benefited Certificates: The LIBOR Certificates.

            Excess Payment: For any Distribution Date on or prior to the Swap
Contract Termination Date and as to which the Swap Contract or a replacement
swap contract is in effect, an amount equal to the excess, if any, of (i) the
Net Swap Payment (as defined in the Pooling and Servicing Agreement) received
by the Swap Contract Administrator from the Counterparty with respect to such
Distribution Date over (ii) the Net Payment for such Distribution Date. For
any Distribution Date on or prior to the Swap Contract Termination Date but
only if neither the Swap Contract nor a replacement swap contract is in
effect, zero. For any Distribution Date after the Swap Contract Termination
Date, an amount equal to all remaining funds on deposit in the Swap
Administration Account.

            Indenture Trustee: With respect to a NIM Issuance (if any), the
indenture trustee under the indenture pursuant to which the notes related to
such NIM Issuance are issued.

            ISDA Master Agreement: The 1992 ISDA Master Agreement
(Multicurrency - Cross Border), including the Schedule and Credit Support
Annex thereto, dated December 29, 2006, between the Counterparty and the Swap
Contract Administrator.

            Net Payment: With respect to any Distribution Date on or prior to
the Swap Contract Termination Date, an amount equal to the sum of (i) any
Current Interest and Interest Carry Forward Amounts in respect of the
Benefited Certificates, (ii) any Net Rate Carryover in respect of the
Benefited Certificates, (iii) any Unpaid Realized Loss Amounts in respect of
the Benefited Certificates and (iv) any remaining Overcollateralization
Deficiency Amount, in each case remaining unpaid following the distribution to
the Benefited Certificates of Excess Cashflow pursuant to Section 4.02(c)(i)
through (iv) of the Pooling and Servicing Agreement. With respect to any
Distribution Date after the Swap Contract Termination Date, zero.

            NIM Issuance: An issuance by a NIM Trust, on or after the date
hereof, of asset-backed notes secured by the Class C Certificates and/or Class
P Certificates.

            NIM Trust: A Delaware statutory trust or other special-purpose
entity that is the issuer of the securities issued in connection with a NIM
Issuance (if any).

             Responsible Officer: When used with respect to the Swap Contract
Administrator, any Vice President, any Assistant Vice President, the
Secretary, any Assistant Secretary, any Trust Officer or any other officer of
the Swap Contract Administrator customarily performing functions similar to
those performed by any of the above designated officers and also to whom, with
respect to a particular matter, such matter is referred because of such
officer's knowledge of and familiarity with the particular subject.

             Swap Administration Account: The separate account created and
maintained by the Swap Contract Administrator pursuant to Section 3 with a
depository institution in the name of the Swap Contract Administrator for the
benefit of the Counterparty, CHL and the Trustee on behalf of the Holders of
the Benefited Certificates and designated "The Bank of New York for


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Countrywide Home Loans, Inc., Deutsche Bank AG, New York Branch and certain
registered Holders of CWALT, Inc., Mortgage Pass-Through Certificates, Series
2006-OC11". Funds in the Swap Administration Account shall be held for the
Counterparty, CHL and the Trustee on behalf of the Holders of the Benefited
Certificates as set


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