EXHIBIT 99.1
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Amendment ▇▇. ▇
▇▇▇▇▇▇▇▇▇ ▇▇. ▇
Dated as of May 1, 2006
to
POOLING AND SERVICING AGREEMENT
Dated as of April 1, 2006
among
CWALT, INC.,
Depositor
COUNTRYWIDE HOME LOANS, INC.,
Seller
PARK GRANADA LLC,
Seller
PARK MONACO INC.,
Seller
PARK SIENNA LLC,
Seller
COUNTRYWIDE HOME LOANS SERVICING LP,
Master Servicer
and
THE BANK OF NEW YORK,
Trustee
ALTERNATIVE LOAN TRUST 2006-OA7
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-OA7
THIS AMENDMENT NO. 1, dated as of May 1, 2006 (this "Amendment"),
to the Pooling and Servicing Agreement (as defined below), is among CWALT,
INC., a Delaware corporation, as depositor (the "Depositor"), COUNTRYWIDE HOME
LOANS, INC. ("Countrywide"), a New York corporation, as a seller (a "Seller"),
PARK GRANADA LLC ("Park Granada"), a Delaware limited liability company, as a
seller (a "Seller"), PARK MONACO INC. ("Park Monaco"), a Delaware corporation,
as a seller (a "Seller"), PARK SIENNA LLC ("Park Sienna"), a Delaware limited
liability company, as a seller (a "Seller", and together with Countrywide,
Park Granada and Park Monaco, the "Sellers"), COUNTRYWIDE HOME LOANS SERVICING
LP, a Texas limited partnership, as master servicer (the "Master Servicer"),
and THE BANK OF NEW YORK, a banking corporation organized under the laws of
the State of New York, as trustee (the "Trustee").
WITNESSETH THAT
WHEREAS, the Depositor, the Sellers, the Master Servicer and the Trustee
entered into a Pooling and Servicing Agreement, dated as of April 1, 2006 (the
"Pooling and Servicing Agreement");
WHEREAS, the Depositor, the Sellers, the Master Servicer and the Trustee
desire to amend (i) the definition of "Confirmation" as set forth in Article I
of the Pooling and Servicing Agreement and (ii) the last sentence of Section
8.11 of the Pooling and Servicing Agreement as specified below (such
amendment, the "Amendment");
WHEREAS, the amended "Confirmation" attached hereto as Exhibit A will
have a revised Corridor Contract Notional Balance Schedule attached thereto.
The new schedule to the Confirmation reduces the Corridor Contract Notional
Balance for each Distribution Date after the April 2009 Distribution Date. The
effect of this reduction of the Corridor Contract Notional Balance is to
reduce the amount available to cover any Net Rate Carryover on the Offered
Certificates (other than the Class A-R Certificates) and any Unpaid Realized
Loss Amounts.
WHEREAS, the second paragraph of Section 10.01 of the Pooling and
Servicing Agreement provides that the Pooling and Servicing Agreement may be
amended by the Depositor, each Seller, the Master Servicer and the Trustee
with the consent of the Holders of a Majority in Interest of each Class of
Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the Holders of
Certificates; provided, however, that no such amendment shall reduce in any
manner the amount of, or delay the timing of, payments required to be
distributed on any Certificate without the consent of the Holder of such
Certificate.
WHEREAS, the Classes of Offered Certificates and the Class C
Certificates are the only Classes of Certificates affected by the Amendment;
WHEREAS, each Depository Participant representing in the aggregate a
Percentage Interest of not less than 100% of each Class of Offered
Certificates (other than the Class A-R Certificates), in each case acting (i)
pursuant to authority conferred upon them by The Depository Trust Company
("DTC") as of the Record Date of May 24, 2006, as the Holder of
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such Certificates, and (ii) in accordance with direction received from either
(a) the Certificate Owners of such Certificates or (b) one or more financial
intermediaries acting at the direction of the Certificate Owners of such
Certificates, have consented to the adoption of the Amendment (a signed
original of the action of each such party being attached hereto as Exhibits B
through S),
WHEREAS, 100% of the Holders of the Class A-R and Class C Certificates
have consented to the adoption of the Amendment (a signed original of the
action of each such party being attached hereto as Exhibits T and U);
WHEREAS, the Depositor has received a letter from each Rating Agency,
copies of which are attached hereto as Exhibit V, confirming that the
Amendment will not result in a downgrading or withdrawal of the respective
ratings then assigned to the Certificates;
WHEREAS, no payments have been made to any Class of Certificates under
the Corridor Contract as of the date of this Amendment; and
WHEREAS, the Depositor has delivered to the Trustee an Opinion of
Counsel to the effect that the Amendment will not cause the imposition of any
tax on any REMIC or the Certificateholders or cause any REMIC to fail to
qualify as a REMIC at any time that any Certificates are outstanding;
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NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined terms.
For purposes of this Amendment, unless the context clearly requires
otherwise, all capitalized terms which are used but not otherwise defined
herein shall have the respective meanings assigned to such terms in the
Pooling and Servicing Agreement.
SECTION 2. The Amendment.
(1) The definition of Confirmation as set forth in Article I of the
Pooling and Servicing Agreement is hereby deleted and replaced in its entirety
with the following:
Confirmation: With respect to the Covered Certificates, the Confirmation
(reference #866211) as amended on May 24, 2006, evidencing a transaction
between the Corridor Contract Counterparty and The Bank of New York, as
Supplemental Interest Trustee, on behalf of the Supplemental Interest Trust.
(2) The last sentence of Section 8.11 of the Pooling and Servicing
Agreement is hereby deleted and replaced in its entirety with the following:
For purposes of determining the issue price of the Master REMIC regular
interests, the Trustee shall assume that the Corridor Contract has a value of
$2,998,000.
SECTION 3. Effect Of Amendment.
Upon execution of this Amendment, the Pooling and Servicing Agreement
shall be, and be deemed to be, modified and amended in accordance herewith and
the respective rights, limitations, obligations, duties, liabilities and
immunities of the Depositor, the Sellers, the Master Servicer and the Trustee
shall hereafter be determined, exercised and enforced subject in all respects
to such modifications and amendments, and all the terms and conditions of this
Amendment shall be and be deemed to be part of the terms and conditions of the
Pooling and Servicing Agreement for any and all purposes. Except as modified
and expressly amended by this Amendment, the Pooling and Servicing Agreement
is in all respects ratified and confirmed, and all the terms, provisions and
conditions thereof shall be and remain in full force and effect.
SECTION 4. Binding Effect.
The provisions of this Amendment shall be binding upon and inure to the
benefit of the respective successors and assigns of the parties hereto, and
all such provisions shall inure to the benefit of the Trustee and the
Certificateholders.
SECTION 5. Governing Law.
THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO
BE PERFORMED IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE PARTIES
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HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.
SECTION 6. Severability of Provisions.
If any one or more of the provisions or terms of this Amendment shall be
for any reason whatsoever held invalid, then such provisions or terms shall be
deemed severable from the remaining provisions or terms of this Amendment and
shall in no way affect the validity or enforceability of the other provisions
or terms of this Amendment or of the Certificates or the rights of the Holders
thereof.
SECTION 7. Section Headings.
The section headings herein are for convenience of reference only, and
shall not limit or otherwise affect the meaning hereof.
SECTION 8. Counterparts.
This Amendment may be executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same
instrument.
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IN WITNESS WHEREOF, the Depositor, the Sellers, the Master Servicer and
the Trustee have caused this Amendment to be duly executed by their respective
officers thereunto duly authorized, all as of the day and year first above
written.
CWALT, INC.,
as Depositor
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
THE BANK OF NEW YORK,
as Trustee
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Assistant Treasurer
COUNTRYWIDE HOME LOANS, INC.,
as a Seller
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President
PARK GRANADA LLC,
as a Seller
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
PARK MONACO INC.,
as a Seller
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
PARK SIENNA LLC,
as a Seller
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Assistant Vice President
COUNTRYWIDE HOME LOANS SERVICING LP,
as Master Servicer
By: COUNTRYWIDE GP, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President
Exhibit A
FORM OF AMENDED CONFIRMATION
Exhibit B
WRITTEN CONSENT OF THE DEPOSITORY PARTICIPANT
OF
ALTERNATIVE LOAN TRUST 2006-OA7
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-OA7, CLASS 1-A-1
[On file the with the Trustee]
Exhibit C
WRITTEN CONSENT OF THE DEPOSITORY PARTICIPANT
OF
ALTERNATIVE LOAN TRUST 2006-OA7
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-OA7, CLASS 1-A-2
[On file the with the Trustee]
Exhibit D
WRITTEN CONSENT OF THE DEPOSITORY PARTICIPANT
OF
ALTERNATIVE LOAN TRUST 2006-OA7
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-OA7, CLASS 1-A-3
[On file the with the Trustee]
Exhibit E
WRITTEN CONSENT OF THE DEPOSITORY PARTICIPANT
OF
ALTERNATIVE LOAN TRUST 2006-OA7
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-OA7, CLASS 1-A-4
[On file the with the Trustee]
Exhibit F
WRITTEN CONSENT OF THE DEPOSITORY PARTICIPANT
OF
ALTERNATIVE LOAN TRUST 2006-OA7
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-OA7, CLASS 1-X
[On file the with the Trustee]
Exhibit G
WRITTEN CONSENT OF THE DEPOSITORY PARTICIPANT
OF
ALTERNATIVE LOAN TRUST 2006-OA7
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-OA7, CLASS 2-A-1
[On file the with the Trustee]
Exhibit H
WRITTEN CONSENT OF THE DEPOSITORY PARTICIPANT
OF
ALTERNATIVE LOAN TRUST 2006-OA7
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-OA7, CLASS 2-A-2
[On file the with the Trustee]
Exhibit I
WRITTEN CONSENT OF THE DEPOSITORY PARTICIPANT
OF
ALTERNATIVE LOAN TRUST 2006-OA7
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-OA7, CLASS 2-A-3
[On file the with the Trustee]
Exhibit J
WRITTEN CONSENT OF THE DEPOSITORY PARTICIPANT
OF
ALTERNATIVE LOAN TRUST 2006-OA7
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-OA7, CLASS 2-X
[On file the with the Trustee]
Exhibit K
WRITTEN CONSENT OF THE DEPOSITORY PARTICIPANT
OF
ALTERNATIVE LOAN TRUST 2006-OA7
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-OA7, CLASS 3-A-1
[On file the with the Trustee]
Exhibit L
WRITTEN CONSENT OF THE DEPOSITORY PARTICIPANT
OF
ALTERNATIVE LOAN TRUST 2006-OA7
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-OA7, CLASS 3-A-2
[On file the with the Trustee]
Exhibit M
WRITTEN CONSENT OF THE DEPOSITORY PARTICIPANT
OF
ALTERNATIVE LOAN TRUST 2006-OA7
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-OA7, CLASS M-1
[On file the with the Trustee]
Exhibit N
WRITTEN CONSENT OF THE DEPOSITORY PARTICIPANT
OF
ALTERNATIVE LOAN TRUST 2006-OA7
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-OA7, CLASS M-2
[On file the with the Trustee]
Exhibit O
WRITTEN CONSENT OF THE DEPOSITORY PARTICIPANT
OF
ALTERNATIVE LOAN TRUST 2006-OA7
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-OA7, CLASS M-3
[On file the with the Trustee]
Exhibit P
WRITTEN CONSENT OF THE DEPOSITORY PARTICIPANT
OF
ALTERNATIVE LOAN TRUST 2006-OA7
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-OA7, CLASS M-4
[On file the with the Trustee]
Exhibit Q
WRITTEN CONSENT OF THE DEPOSITORY PARTICIPANT
OF
ALTERNATIVE LOAN TRUST 2006-OA7
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-OA7, CLASS M-5
[On file the with the Trustee]
Exhibit R
WRITTEN CONSENT OF THE DEPOSITORY PARTICIPANT
OF
ALTERNATIVE LOAN TRUST 2006-OA7
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-OA7, CLASS M-6
[On file the with the Trustee]
Exhibit S
WRITTEN CONSENT OF THE DEPOSITORY PARTICIPANT
OF
ALTERNATIVE LOAN TRUST 2006-OA7
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-OA7, CLASS M-7
[On file the with the Trustee]
Exhibit T
WRITTEN CONSENT OF THE CERTIFICATE OWNER
OF
ALTERNATIVE LOAN TRUST 2006-OA7
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-OA7, CLASS A-R
[On file the with the Trustee]
Exhibit U
WRITTEN CONSENT OF THE CERTIFICATE OWNER
OF
ALTERNATIVE LOAN TRUST 2006-OA7
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-OA7, CLASS C
[On file the with the Trustee]
Exhibit V
Rating Confirmations from Rating Agencies
[On file the with the Trustee]