Exhibit 99.1
AMENDMENT NO. 1
Dated as of December 22, 2006
to
POOLING AND SERVICING AGREEMENT
Dated as of September 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-OC8
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-OC8
--------------------------------------
THIS AMENDMENT NO. 1, dated as of December 22, 2006 (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
September 1, 2006 (the "Pooling and Servicing Agreement"), providing for the
issuance of the Series 2006-OC8 Certificates;
WHEREAS, the transaction evidenced by the Pooling and Servicing Agreement
closed on September 29, 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 has provided an officer's certificate, a copy of
which is attached hereto as Exhibit B, certifying that prior written notice of
the Amendment is not required to be given to either Swap Counterparty under the
Pooling and Servicing Agreement and that the prior written consent of each Swap
Counterparty to the Amendment is not required under the Pooling and Servicing
Agreement;
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.
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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 Pooling and
Servicing Agreement.
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 interest rate no lower than and
not more than 1% per annum higher than, that of the Deleted Mortgage Loan; (vi)
have a minimum interest specified in its related mortgage note not more than 1%
per annum higher or lower than the minimum mortgage rate of the Deleted Mortgage
Loan; (vii) have the same mortgage index reset period and periodic rate cap 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 ninety 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, (d) the remaining term to maturity referred to in clause (iv)
above shall be determined on a weighted average basis, (e) the gross margin
referred to in clause (vii) above shall not be more than 1.5% per annum higher
or lower than that of the Deleted Mortgage Loan and (f) any such substitution
can be completed without regard to the maximum interest rate referred to in
clause (v), the minimum interest rate referred to in clause (vi) and the
mortgage index reset period and periodic rate cap referred to in clause (vii)
above; provided, further that in the case of a substitution of one of more
Mortgage Loans aggregating in excess of $45,000,000, 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
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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.
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:
Title:
THE BANK OF NEW YORK,
as Trustee
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Assistant Treasurer
COUNTRYWIDE HOME LOANS, INC.,
as a Seller
By: /s/ Xxxxxx Xxxxx
---------------------------------------
Name:
Title:
PARK GRANADA LLC,
as a Seller
By: /s/ Xxxxxx Xxxxx
---------------------------------------
Name:
Title:
PARK MONACO INC.,
as a Seller
By: /s/ Xxxxxx Xxxxx
---------------------------------------
Name:
Title:
4
PARK SIENNA LLC,
as a Seller
By: /s/ Xxxxxxx Xxxxxxxxxxxx
---------------------------------------
Name:
Title:
COUNTRYWIDE HOME LOANS SERVICING LP,
as Master Servicer
By: COUNTRYWIDE GP, INC.
By: /s/ Xxxxxxx Xxxxxxxxxxxx
---------------------------------------
Name:
Title:
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