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OMNIBUS
AMENDMENT NO. 1
Dated as of the date set forth on Schedule A
to
POOLING AND SERVICING AGREEMENTS
Dated as of the date set forth on Schedule A
among
CWALT, INC.,
as Depositor
COUNTRYWIDE HOME LOANS, INC.,
as Seller
PARK GRANADA LLC,
as Seller
PARK MONACO INC.,
as Seller
PARK SIENNA LLC,
as Seller
COUNTRYWIDE HOME LOANS SERVICING LP,
as Master Servicer
and
THE BANK OF NEW YORK,
as Trustee
RELATING TO THE TRUSTS AND MORTGAGE PASS-THROUGH CERTIFICATES
INDICATED ON SCHEDULE A
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THIS OMNIBUS AMENDMENT NO. 1, dated as of the date set forth on Schedule A
as it relates (the "Amendment") to each Pooling and Servicing Agreement (as
defined below), is among CWALT, INC., as Depositor (the "Depositor"),
COUNTRYWIDE HOME LOANS SERVICING LP, as Master Servicer (the "Master Servicer"),
COUNTRYWIDE HOME LOANS, INC., PARK GRANADA LLC, PARK MONACO INC. and PARK SIENNA
LLC, collectively, as Sellers (the "Sellers"), and THE BANK OF NEW YORK, as
Trustee (the "Trustee").
W I T N E S S E T H
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WHEREAS, the Depositor, the Sellers, the Master Servicer, and Trustee
entered into the Pooling and Servicing Agreements, dated as of the date set
forth on Schedule A and identified on Schedule A (collectively, the "Pooling and
Servicing Agreements" and each, a "Pooling and Servicing Agreement"), providing
for the issuance of the Certificates listed on Schedule A (collectively, the
"Certificates");
WHEREAS, the Depositor, the Sellers, the Master Servicer and the Trustee
desire to amend Article XI of each Pooling and Servicing Agreement to specify
the timeframe in which any reconciliation of accounts related to the Trust Fund
or the Mortgage Loans (each as defined in the related Pooling and Servicing
Agreement) will be performed;
WHEREAS, with certain limitations not applicable here, Section 10.01 of
each Pooling and Servicing Agreement provides that it may be amended by the
Depositor, the Master Servicer, the Sellers and the Trustee without the consent
of any of the Certificateholders to add to the duties of the Depositor, the
Sellers or the Master Servicer; and
WHEREAS, the Depositor has delivered an Opinion of Counsel to the Trustee
in accordance with the provisions of each Pooling and Servicing Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined terms.
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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 related Pooling
and Servicing Agreement.
SECTION 2. Amendment.
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As of the date of each Pooling and Servicing Agreement, the following
changes are made to the Pooling and Servicing Agreement:
(a) Article XI is hereby amended to add the following Section 11.10:
Section 11.10. Reconciliation of Accounts. Any reconciliation of any
account established pursuant to this Agreement performed by the
Master Servicer (or any Subservicer or Subcontractor on behalf of
the Master Servicer) shall be prepared no later than 45 calendar
days after the bank statement cutoff date.
1
SECTION 3. Effect of Amendment.
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Upon execution of this Amendment, each 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 Seller, 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 each Pooling and Servicing
Agreement for any and all purposes. Except as modified and expressly amended by
this Amendment, each 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.
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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 related
Certificateholders.
SECTION 5. Governing Law.
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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 HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
SECTION 6. Severability of Provisions.
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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.
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The section headings herein are for convenience of reference only, and
shall not limit or otherwise affect the meaning hereof.
SECTION 8. Counterparts.
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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.
2
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 Vice President
COUNTRYWIDE HOME LOANS, INC.,
as a Seller
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: First 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: Vice President
Title:
COUNTRYWIDE HOME LOANS SERVICING LP,
as Master Servicer
By: COUNTRYWIDE GP, INC.
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
Schedule A
List of Pooling and Servicing Agreements Amended Hereby
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Trust Fund Certificates Date of Pooling and Closing Date Date of Amendment
Servicing Agreement
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Alternative Loan Trust Mortgage Pass-Through January 1, 2006 January 30, 2006 January 1, 2006
2006-2CB Certificates Series
2006-2CB
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Alternative Loan Trust Mortgage Pass-Through January 1, 2006 January 30, 2006 January 1, 2006
2006-J1 Certificates Series
2006-J1
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Alternative Loan Trust Mortgage Pass-Through January 1, 2006 January 30, 2006 January 1, 2006
2006-OC1 Certificates Series
2006-OC1
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Alternative Loan Trust Mortgage Pass-Through February 1, 2006 February 27, 2006 February 1, 2006
2006-4CB Certificates Series
2006-4CB
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Alternative Loan Trust Mortgage Pass-Through February 1, 2006 February 27, 2006 February 1, 2006
2006-5T2 Certificates Series
2006-5T2
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Alternative Loan Trust Mortgage Pass-Through February 1, 2006 February 27, 2006 February 1, 2006
2006-HY3 Certificates Series
2006-HY3
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