Exhibit 99.1
AMENDMENT NO. 1
Dated as of January 17, 2007
to
POOLING AND SERVICING AGREEMENT
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
ALTERNATIVE LOAN TRUST 2006-OA22
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-OA22
--------------------------------------
THIS AMENDMENT NO. 1, dated as of January 17, 2007 (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 Series 2006-OA22 Certificates;
WHEREAS, the transaction evidenced by the Pooling and Servicing
Agreement closed on December 11, 2006 (the "Closing Date");
WHEREAS, the parties to the transaction wish to amend the definition of
"Substitute Mortgage Loan" contained in Section 1.01 of the Pooling and
Servicing Agreement;
WHEREAS, subject to the satisfaction of certain conditions provided
therein, the first paragraph of Section 10.01 of the Pooling and Servicing
Agreement provides that it may be amended by the Depositor, each Seller, the
Master Servicer and the Trustee without the consent of any of the
Certificateholders to modify, alter, amend, add to or rescind any of the terms
or provisions contained in the Pooling and Servicing Agreement;
WHEREAS, the Depositor has received a letter from each Rating Agency,
copies of which are attached hereto as Exhibit A, stating 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
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.
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SECTION 2. Amendment.
As of the Closing Date, the definition of "Substitute Mortgage Loan"
contained in Section 1.01 of the Pooling and Servicing Agreement is restated
in its entirety as follows:
Substitute Mortgage Loan: A Mortgage Loan substituted by the applicable
Seller for a Deleted Mortgage Loan which must, on the date of such
substitution, as confirmed in a Request for Release, substantially in the form
of Exhibit M, (i) have a Stated Principal Balance, after deduction of the
principal portion of the Scheduled Payment due in the month of substitution,
not in excess of, and not more than 10% less than the Stated Principal Balance
of the Deleted Mortgage Loan; (ii) be accruing interest at a rate no lower
than and not more than 1% per annum higher than that of the Deleted Mortgage
Loan; (iii) have a Loan to Value Ratio no higher than that of the Deleted
Mortgage Loan; (iv) have a remaining term to maturity no greater than (and not
more than one year less than that of) the Deleted Mortgage Loan; (v) have a
Maximum Mortgage Rate no lower than and not more than 1% per annum higher than
the Maximum Mortgage Rate of the Deleted Mortgage Loan; (vi) have a Minimum
Mortgage Rate no lower than and not more than 1% per annum higher than the
Minimum Mortgage Rate of the Deleted Mortgage Loan; (vii) have the same
Mortgage Index, reset period, payment cap and recast provisions as the Deleted
Mortgage Loan and a Gross Margin not more than 1% per annum higher or lower
than that of the Deleted Mortgage Loan; (viii) not be a Cooperative Loan
unless the Deleted Mortgage Loan was a Cooperative Loan; and (ix) comply with
each representation and warranty set forth in Section 2.03; provided, however,
that, within forty-five days of the Closing Date, one or more Mortgage Loans
may be substituted for one or more Deleted Mortgage Loans and (a) the amounts
described in clause (i) above shall be determined on the basis of aggregate
Stated Principal Balances, (b) the rates referred to in clauses (ii) above
shall be determined on a weighted average basis, (c) the Loan-to-Value Ratio
referred to in clause (iii) above shall be determined on a weighted average
basis, and (d) the remaining term to maturity referred to in clause (iv) above
shall be determined on a weighted average basis; provided, further that in the
case of a substitution of one of more Mortgage Loans aggregating in excess of
$1,000,000, no substitution shall be made without first providing each Rating
Agency with prior notice of at least five Business Days.
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.
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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.
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.
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/ Xxxxxxx Xxxxxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxxxxx
Title:Vice President
THE BANK OF NEW YORK,
as Trustee
By: /s/ Xxxxxxx Xxxxxx
-------------------------
Name: Xxxxxxx Xxxxxx
Title:Assistant Treasurer
COUNTRYWIDE HOME LOANS, INC.,
as a Seller
By: /s/ Xxxxxxx Xxxxxxxxxxxx
-------------------------
Name: Xxxxxxx Xxxxxxxxxxxx
Title:Senior Vice President
PARK GRANADA LLC,
as a Seller
By: /s/ Xxxxxxx Xxxxxxxxxxxx
-------------------------
Name: Xxxxxxx Xxxxxxxxxxxx
Title:Assistant Vice President
PARK MONACO INC.,
as a Seller
By: /s/ Xxxxxxx Xxxxxxxxxxxx
---------------------------
Name: Xxxxxxx Xxxxxxxxxxxx
Title:Vice President
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PARK SIENNA LLC,
as a Seller
By: /s/ Xxxxxxx Xxxxxxxxxxxx
---------------------------
Name: Xxxxxxx Xxxxxxxxxxxx
Title:Assistant Vice President
COUNTRYWIDE HOME LOANS SERVICING LP,
as Master Servicer
By: COUNTRYWIDE GP, INC.
By: /s/ Xxxxxxx Xxxxxxxxxxxx
---------------------------
Name: Xxxxxxx Xxxxxxxxxxxx
Title:Senior Vice President
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Exhibit A
[Rating Confirmations from Rating Agencies]
[On File with the Trustee]
