EXHIBIT 99.1
6
AMENDMENT NO. 1
Dated as of October 3, 2005
to
POOLING AND SERVICING AGREEMENT
Dated as of June 1, 2005
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
Alternative Loan Trust 2005-36
Mortgage Pass-Through Certificates Series 2005-36
THIS AMENDMENT NO. 1, dated as of October 3, 2005 (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, PARK GRANADA LLC ("Park Granada"), as a seller,
PARK MONACO INC. ("Park Monaco"), as a seller, PARK SIENNA LLC ("Park
Sienna"), as 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, Park Granada, Park Monaco, Park
Sienna, the Master Servicer and the Trustee (together, the "Parties") entered
into a Pooling and Servicing Agreement, dated as of June 1, 2005 (the "Pooling
and Servicing Agreement"), providing for the issuance of the Mortgage
Pass-Through Certificates Series 2005-36 (the "Certificates");
WHEREAS, the transaction evidenced by the Pooling and Servicing
Agreement closed on June 24, 2005 (the "Closing Date");
WHEREAS, on the Closing Date, Countrywide Securities Corporation (the
"Underwriter") purchased the Certificates;
WHEREAS, at the request of an investor, the Underwriter agreed to
structure the transaction so that the initial Class Certificate Balances of
the Class 4-A-1 and Class 4-A-2 Certificates would be $107,532,000 and
$22,889,000, respectively;
WHEREAS, due to a mistake the Class 4-A-1 Certificates was oversized
in the amount of $4,800,000 and the Class 4-A-2 Certificates was undersized in
the amount of $4,800,000;
WHEREAS, the Parties desire to cure the mistake and amend the Pooling
and Servicing Agreement to decrease the initial Class Certificate Balance of
the Class 4-A-1 Certificates by $4,800,000 from an initial Class Certificate
Balance of $112,332,000 to an initial Class Certificate Balance of
$107,532,000, and to increase the initial Class Certificate Balance of the
Class 4-A-2 Certificates by $4,800,000 from an initial Class Certificate
Balance of $18,089,000 to an initial Class Certificate Balance of $22,889,000;
WHEREAS, with certain limitations not applicable here, the second
paragraph of Section 10.01 of the Pooling and Servicing Agreement provides
that it may be amended by the Parties, 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, each Depository Participant representing in the aggregate a
Percentage Interest of not less than 100% of each of the Class 4-A-1 and Class
4-A-2 Certificates, in each case acting (i) pursuant to authority conferred
upon them by The Depository Trust Company ("DTC") as of the Record Date of
October 3, 2005, as the Holder of such Certificates, and (ii) in
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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 to be attached hereto as Exhibit A);
WHEREAS, the Depositor has received a letter from each Rating Agency,
copies of which are to be attached hereto as Exhibit B, confirming that the
Amendment will not result in a downgrading or withdrawal of the respective
ratings then assigned to the Certificates;
WHEREAS, the Depositor and the Master Servicer have concluded that no
interests of any Class of Certificates other than the Class 4-A-1 and Class
4-A-2 Certificates would be affected by the Amendment and that no consent of
any other Class of Certificates is required for the adoption of the Amendment;
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 following amendments to the Pooling and
Servicing Agreement shall become effective:
(a) The second column entitled "Initial Class Certificate Balance" in
the table related to the Middle Tier REMIC Interests on page 6 of the
Preliminary Statement to the Pooling and Servicing Agreement shall be revised
as follows:
(1) in the "Initial Principal Balance" column, in the line
corresponding to Middle Tier REMIC Interest "MT-4-A-1", the amount of
"$112,332,000" shall be replaced by the amount of "$107,532,000", and
(2) in the "Initial Principal Balance" column, in the line
corresponding to Middle Tier REMIC Interest "MT-4-A-2", the amount of
"$18,089,000" shall be replaced by the amount of "$22,889,000."
(b) The second column entitled "Initial Class Certificate Balance" in
the table related to the Certificates on page 9 of the Preliminary Statement
to the Pooling and Servicing Agreement shall be revised as follows:
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(1) in the "Initial Class Certificate Balance" column, in
the line corresponding to Class Designation "Class 4-A-1", the amount
of "$112,332,000" shall be replaced by the amount of "$107,532,000."
(2) in the "Initial Class Certificate Balance" column, in
the line corresponding to Class Designation "Class 4-A-2", the amount
of "$18,089,000" shall be replaced by the amount of "$22,889,000."
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
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.
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.
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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/ Xxxxx Xxxxxx
----------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
THE BANK OF NEW YORK,
as Trustee
By: /s/ Xxxxxx Xxxxxxxx
----------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Assistant Vice President
COUNTRYWIDE HOME LOANS, INC.,
as a Seller
By: /s/ Xxxxx Xxxxxx
----------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
PARK GRANADA LLC,
as a Seller
By: /s/ Xxxxx Xxxxxx
----------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
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PARK MONACO INC.,
as a Seller
By: /s/ Xxxxx Xxxxxx
----------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
PARK SIENNA LLC,
as a Seller
By: /s/ Xxxxx Xxxxxx
----------------------------------------
Name: Xxxxx Xxxxxx
Title: Assistant Vice President
COUNTRYWIDE HOME LOANS SERVICING LP,
as Master Servicer
By: COUNTRYWIDE GP, INC.
By: /s/ Xxxxx Xxxxxx
----------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
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Exhibit A
CONSENTS OF DEPOSITORY PARTICIPANTS
[On file with the Trustee]
7
Exhibit B
[Rating Confirmations from Rating Agencies]
[On File with the Trustee]
8
