Amendment No. 1
EXHIBIT
4.1
Amendment
Xx. 0
XXXXXXXXX
XX. 0
Dated as
of March 19, 2008
to
Dated as
of November 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
MORTGAGE
PASS-THROUGH CERTIFICATES, SERIES 2006-OA19
______________________________________
THIS
AMENDMENT NO. 1, dated as of March 19, 2008 (the “Amendment”),
to the Pooling and Servicing Agreement (as defined below), is among CWALT, INC.,
as depositor (the “Depositor”),
COUNTRYWIDE HOME LOANS, INC. (“Countrywide”),
as a seller (a “Seller”),
PARK GRANADA LLC (“Park
Granada”), as a seller (a “Seller”),
PARK MONACO INC. (“Park
Monaco”), as a seller (a “Seller”),
PARK SIENNA LLC (“Park
Sienna”), as a seller (a “Seller”),
COUNTRYWIDE HOME LOANS SERVICING LP, as master servicer (the “Master
Servicer”), and THE BANK OF NEW YORK, as trustee (the “Trustee”).
W I T N E S S E T H
WHEREAS,
the Depositor, Countrywide, as a Seller, Park Granada, as a Seller, Park Monaco,
as a Seller, Park Sienna, as a Seller, the Master Servicer, and
Trustee entered into a Pooling and Servicing Agreement, dated as of November 1,
2006 (the “Pooling and
Servicing Agreement”), providing for the issuance of the Alternative Loan
Trust 2006-OA19, Mortgage Pass-Through Certificates, Series
2006-OA19;
WHEREAS,
the transaction evidenced by the Pooling and Servicing Agreement closed on
November 30, 2006 (the “Closing
Date”);
WHEREAS,
the parties to the transaction intended that any Realized Losses otherwise
allocable to the Class A-4 Certificates would be allocated to the Class A-5
Certificates until its Class Certificate Balance is reduced to
zero;
WHEREAS,
the Pooling and Servicing Agreement mistakenly provides in Section 4.04(a)(ii)
that any Realized Losses otherwise allocable to the Class A-5 Certificates would
be allocated to the Class A-4 Certificates until its Class Certificate Balance
is reduced to zero;
WHEREAS,
Section 10.01 of the Pooling and Servicing Agreement provides that the Pooling
and Servicing Agreement may be amended by the parties thereto to cure any
mistake;
WHEREAS,
the parties to the Pooling and Servicing Agreement wish to amend the Pooling and
Servicing Agreement to cure the mistake described in the fourth recital of this
Amendment;
WHEREAS,
the Depositor and the Master Servicer have concluded that no consent of any
Class of Certificates is required for the adoption of the Amendment;
and
WHEREAS,
the Depositor has delivered to the Trustee an Opinion of Counsel in accordance
with the provisions of the Pooling and Servicing Agreement;
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. Amendment.
As of the
Closing Date, the second bullet point in Section 4.04(a)(ii) of the Pooling and
Servicing Agreement is hereby amended by deleting the phrase “the Class A-5
Certificates shall be allocated to the Class A-4 Certificates until its Class
Certificate Balance is reduced to zero” and replacing it with the
following:
|
|
·
|
the
Class A-4 Certificates shall be allocated to the Class A-5 Certificates
until its Class Certificate Balance is reduced to
zero.
|
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 related
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
HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.
SECTION
6. Severability of
Provisions.
2
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/ Xxxxxx Xxxxx | |
| Name: Xxxxxx Xxxxx | |||
| Title: Executive Vice President | |||
|
THE
BANK OF NEW YORK,
as
Trustee
|
|||
|
|
By:
|
/s/ Xxxxxxx Xxxxxxx | |
| Name: Xxxxxxx Xxxxxxx | |||
| Title: Assistant Treasurer | |||
|
COUNTRYWIDE
HOME LOANS, INC.,
as
a Seller
|
|||
|
|
By:
|
/s/ Xxxxxx Xxxxx | |
| Name: Xxxxxx Xxxxx | |||
| Title: Executive Vice President | |||
| PARK
GRANADA LLC,
as
a Seller
|
|||
|
|
By:
|
/s/ Xxxxxx Xxxxx | |
| Name: Xxxxxx Xxxxx | |||
| Title: Executive Vice President | |||
|
PARK
MONACO INC.,
as
a Seller
|
|||
|
|
By:
|
/s/ Xxxxxx Xxxxx | |
| Name: Xxxxxx Xxxxx | |||
| Title: Executive Vice President | |||
4
|
PARK
SIENNA LLC,
as
a Seller
|
|||
|
|
By:
|
/s/ Xxxxxx Xxxxx | |
| Name: Xxxxxx Xxxxx | |||
| Title: Executive Vice President | |||
|
COUNTRYWIDE
HOME LOANS SERVICING LP,
as
Master Servicer
|
|||
| By: | COUNTRYWIDE GP, INC. | ||
|
|
By:
|
/s/ Xxxxxx Xxxxx | |
| Name: Xxxxxx Xxxxx | |||
| Title: Executive Vice President | |||
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