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
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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.
1
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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 Pri
